Bond Volva 0% ( XS2115085230 ) in EUR

Volva

100 % ▼

Sweden

XS2115085230 ( in EUR )

10/02/2023 - Bond has expired

Prospectus brochure of the bond Volvo XS2115085230 in EUR 0%, expired

Volvo Cars is a Swedish multinational automotive manufacturer known for its focus on safety, luxury, and sustainability.

The Bond issued by Volva ( Sweden ) , in EUR, with the ISIN code XS2115085230, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 10/02/2023

PROSPECTUS

Volvo Treasury AB (publ)
(Incorporated with limited liability under the laws of Sweden)
under the guarantee of
AB Volvo (publ)
(Incorporated with limited liability under the laws of Sweden)
U.S.$15,000,000,000
Euro Medium Term Note Programme

Under the U.S.$15,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the
"Prospectus"), Volvo Treasury AB (publ) (the "Issuer") may from time to time issue notes (the "Notes") denominated in any currency
agreed between the Issuer and the relevant Dealer(s) (as defined below).
The payments of all amounts payable in respect of all Notes issued by the Issuer will be unconditionally and irrevocably guaranteed
by AB Volvo (publ) (the "Parent" or "AB Volvo").
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
U.S.$15,000,000,000 (or its equivalent in other currencies calculated as described herein) subject to increase as provided herein. A
description of the restrictions applicable at the date of this Prospectus relating to the maturity and denomination of certain Notes is set
out in "General Description of the Programme" below.
The Notes will be issued on a continuing basis to one or more of the dealers set out below and any additional dealer appointed under
the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together
the "Dealers"). References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be)
subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors" below.
This Prospectus (together with any supplements thereto) constitutes a base prospectus for the purposes of Article 8 of Regulation (EU)
2017/1129 (the "Prospectus Regulation") for the purpose of giving information with regard to the issue of Notes under the
Programme described in this Prospectus and is valid for a period of twelve (12) months from the date of approval, until 6 May 2021.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") as competent authority
under the Prospectus Regulation and the Luxembourg Law dated 16 July 2019 relating to prospectuses for securities, as may be
amended from time to time (the "Prospectus Law). The CSSF has only approved the Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as
an endorsement of the Issuer or the Parent nor as an endorsement of the quality of any Notes that are the subject of this Prospectus.
The CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer
or the Parent. Investors should make their own assessment as to the suitability of investing in such Notes. Application has been made
for such Notes to be admitted during the period of 12 months from the date hereof to listing on the official list ("Official List") and
to trading on the regulated market of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is
a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "MiFID II"). Notice
of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other
information which is applicable to each Tranche (as defined in "Terms and Conditions of the Notes" below) of Notes will be set forth
in a final terms document (the "Final Terms") which, with respect to Notes to be listed on the Official List of the Luxembourg Stock
Exchange, will be filed with the CSSF.
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area ("EEA") or
the United Kingdom ("UK") or offered to the public in a Member State of the EEA or the UK in circumstances which would otherwise
require the publication of a prospectus under the Prospectus Regulation, the minimum Specified Denomination shall be 100,000 (or
its equivalent in any other currency as at the date of issue of the relevant Notes) or more.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s)
or market(s) as may be agreed between the Issuer and the relevant Dealer(s). The Issuer may also issue unlisted Notes and/or Notes
not admitted to trading on any market.
The Notes of each Tranche will be in bearer form and will initially be represented by a temporary global Note which will (i) if the
global Notes are intended to be issued in new global note ("NGN") form, as specified in the applicable Final Terms, be delivered on
or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking S.A. ("Clearstream"); and (ii) if the global Notes are not intended to be issued in NGN form,
be delivered on or prior to the original issue date of the Tranche to a common depositary (the "Common Depositary") for Euroclear
and Clearstream. The temporary global Note will be exchangeable, as specified in the applicable Final Terms, for either a permanent
global Note or Notes in definitive form, in each case upon certification as to non-U.S. beneficial ownership as required by U.S.
Treasury regulations. A permanent global Note will be exchangeable, unless otherwise specified in the applicable Final Terms, for
definitive Notes only upon the occurrence of an Exchange Event, all as further described in "Form of the Notes" below.
The Issuer is unrated. As of the date of this Prospectus, the Parent's long-term debt is rated A3 by Moody's Investors Service (Nordics)
AB ("Moody's") and A- by S&P Global Ratings Europe Limited ("S&P") as of the date of this Prospectus. Notes issued under the
Programme may be rated or unrated. Where a Tranche of Notes is rated, its rating will be specified in the applicable Final Terms along
with confirmation of whether or not such rating will be issued by a credit rating agency established in the EEA or in the UK and
registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). The list of registered and certified rating
agencies published by the European Securities and Markets Authority ("ESMA") will appear on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. As of the date of this
Prospectus, Moody's and S&P are credit rating agencies established in the European Union and registered under the CRA Regulation.
They appear on the list of registered and certified rating agencies published by ESMA. A security rating is not a recommendation to
buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning credit rating agency.
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The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"),
and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale" below).
Arranger
Citigroup
Dealers

BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Danske Bank
Deutsche Bank
DNB Bank
HSBC
Handelsbanken Capital Markets
J.P. Morgan
NatWest Markets
Nordea
SEB
Société Générale Corporate & Investment Banking
Swedbank
UniCredit Bank

The date of this Prospectus is 7 May 2020.

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CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 1
RISK FACTORS .......................................................................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 20
FORM OF THE NOTES ............................................................................................................................ 24
FORM OF FINAL TERMS ........................................................................................................................ 26
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 37
USE OF PROCEEDS ................................................................................................................................. 65
DESCRIPTION OF THE ISSUER............................................................................................................. 66
DESCRIPTION OF THE PARENT ........................................................................................................... 68
TAXATION ............................................................................................................................................... 72
SUBSCRIPTION AND SALE ................................................................................................................... 75
GENERAL INFORMATION .................................................................................................................... 78

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GENERAL DESCRIPTION OF THE PROGRAMME
The following constitutes a general description of the Programme for the purposes of Article 25(1) of
the Commission Delegated Regulation 2019/980 (the "Delegated Regulation"). It does not purport to be
complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus and, in
relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The
Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that
contemplated in the Terms and Conditions of the Notes, in which event, in the case of listed Notes only
and if appropriate, a supplement to this Prospectus or a new Prospectus will be published.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" below
shall have the same meanings in this General Description.
Issuer:
Volvo Treasury AB (publ)
Issuer Legal Entity Identifier (LEI):
549300PD69T87IGZG395
Guarantor:
AB Volvo (publ)
Guarantor Legal Entity Identifier (LEI):
549300HGV012CNC8JD22
Description:
Euro Medium Term Note Programme
Arranger:
Citigroup Global Markets Limited
Dealers:
BNP Paribas

BofA Securities Europe SA

Citigroup Global Markets Europe AG

Citigroup Global Markets Limited

Crédit Agricole Corporate and Investment Bank

Danske Bank A/S

Deutsche Bank Aktiengesellschaft

DNB Bank ASA, Sweden Branch

HSBC Bank plc

J.P. Morgan Securities plc

Merrill Lynch International

NatWest Markets Plc
NatWest Markets N.V.

Nordea Bank Abp

Skandinaviska Enskilda Banken AB (publ)

Société Générale

Svenska Handelsbanken AB (publ)

Swedbank AB (publ)

UniCredit Bank AG
Certain Restrictions:
Each issue of Notes denominated in a currency in respect
of which particular laws, guidelines, regulations,
restrictions or reporting requirements apply will only be
issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and
Sale") including the following restrictions applicable at
the date of this Prospectus.

Notes having a maturity of less than one year:
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Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted in the United
Kingdom, constitute deposits for the purposes of the
prohibition on accepting deposits contained in section 19
of the Financial Services and Markets Act 2000 unless
they are issued to a limited class of professional
investors and have a denomination of at least £100,000
or its equivalent in any other currency, see "Subscription
and Sale".

Money market instruments having a maturity at issue of
less than 12 months do not fall within the scope of the
Prospectus Regulation. No money market instruments
having a maturity at issue of less than 12 months will be
offered to the public or admitted to trading on a
regulated market under this Prospectus.
Trustee:
Deutsche Trustee Company Limited
Issuing and Principal Paying Agent:
Citibank, N.A., London Branch
Programme Size:
Up to U.S.$15,000,000,000 (or its equivalent in other
currencies) outstanding at any time. For the purpose of
calculating the U.S. dollar equivalent of the aggregate
nominal amount of Notes issued under the Programme
from time to time:

(a)
the U.S. dollar equivalent of Notes denominated
in another Specified Currency (as specified in
the applicable Final Terms in relation to the
relevant Notes) shall be determined, at the
discretion of the Issuer, either as of the date on
which agreement is reached for the issue of
Notes or on the preceding day on which
commercial banks and foreign exchange
markets are open for business in London, in
each case on the basis of the spot rate for the
sale of the U.S. dollar against the purchase of
such Specified Currency in the London foreign
exchange market quoted by any leading bank
selected by the Issuer on the relevant day of
calculation; and

(b)
the U.S. dollar equivalent of Zero Coupon
Notes (as specified in the applicable Final
Terms in relation to the relevant Notes) and
other Notes issued at a discount or premium
shall be calculated in the manner specified
above by reference to the net proceeds received
by the Issuer for the relevant issue.

The Issuer may increase the amount of the Programme
in accordance with the terms of the Programme
Agreement.
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-
syndicated basis.
Currencies:
Euro, Sterling, U.S. dollars, Yen, Swedish krona and,
subject to any applicable legal or regulatory restrictions,
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any other currency as may be agreed between the Issuer
and the relevant Dealer(s).
Maturities:
Such maturities as may be agreed between the Issuer and
the relevant Dealer(s) and as indicated in the applicable
Final Terms, subject to such minimum or maximum
maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or
any laws or regulations applicable to the Issuer or the
relevant Specified Currency.

At the date of this Prospectus the minimum maturity of
all Notes is one month.
Issue Price:
Notes may be issued at an issue price which is at par or
at a discount to, or premium over, par. The issue price
will be specified in the applicable Final Terms.
Form of Notes:
Each Tranche of Notes will initially be represented by a
temporary global Note in bearer form which will (i) if
the global Notes are intended to be issued in NGN form,
as specified in the applicable Final Terms, be delivered
on or prior to the original issue date of the Tranche to a
Common Safekeeper for Euroclear and Clearstream; and
(ii) if the global Notes are not intended to be issued in
NGN form, be delivered on or prior to the original issue
date of the Tranche to a Common Depositary for
Euroclear and Clearstream. The temporary global Note
will be exchangeable, upon request, as described therein
for either a permanent global Note or definitive Notes
(as indicated in the applicable Final Terms and subject,
in the case of definitive Notes, to such notice period as
is specified in the applicable Final Terms). Such
exchange may take place in each case on and after the
date which is the later of (i) 40 days after the temporary
global Note is issued and (ii) 40 days after the
completion of the distribution of the relevant Tranche.
Exchange of a temporary global Note will only take
place upon certification of non-U.S. beneficial
ownership as required by U.S. Treasury regulations.

A permanent global Note will be exchangeable, unless
otherwise specified in the applicable Final Terms, for
definitive Notes only upon the occurrence of an
Exchange Event, as described in "Form of the Notes"
below.

Any interest in a global Note will be transferable only in
accordance with the rules and procedures for the time
being of Euroclear, Clearstream, Luxembourg and/or
any other agreed clearing system, as appropriate.
Interest:
Notes may be interest bearing or non-interest bearing.
Interest (if any) may accrue at a fixed rate or a floating
rate or a combination thereof and the method of
calculating interest may vary between the issue date and
the maturity date of the relevant Series.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as
may be agreed between the Issuer and the relevant
Dealer(s) and on redemption and will be calculated on
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the basis of such Fixed Day Count Fraction as may be
agreed between the Issuer and the relevant Dealer(s).
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate
determined:

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

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

as indicated in the applicable Final Terms.

The Margin (if any) relating to such floating rate will be
agreed between the Issuer and the relevant Dealer(s) for
each Series of Floating Rate Notes.

Floating Rate Notes may also have a maximum interest
rate, a minimum interest rate (which shall never be less
than zero) or both.

Interest on Floating Rate Notes in respect of each
Interest Period, as agreed prior to issue by the Issuer and
the relevant Dealer, will be payable on such Interest
Payment Dates specified in the applicable Final Terms
and will be calculated on the basis of such Day Count
Fraction as may be agreed between the Issuer and the
relevant Dealer.

Notwithstanding the foregoing, the Terms and
Conditions contain provisions pursuant to which
amendments may be made to the interest terms
following a Benchmark Event (as defined under "Terms
and Conditions of the Notes").
Fixed to Floating Rate Notes:
Fixed interest will be payable until conversion to
floating rate of interest (as indicated in the applicable
Final Terms) at which point floating rate interest will be
payable.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount
to their nominal amount and will not bear interest.
Redemption:
The applicable Final Terms relating to each Tranche of
Notes will indicate either that the relevant Notes cannot
be redeemed prior to their stated maturity (other than for
taxation reasons or following an Event of Default) or
that such Notes will be redeemable at the option of the
Issuer and/or the Noteholders upon giving not less than
15 nor more than 30 days' irrevocable notice to the
Noteholders or the Issuer, as the case may be, on a date
or dates specified prior to such stated maturity and at a
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price or prices and on such terms as are indicated in the
applicable Final Terms.

Notes having a maturity of less than one year may be
subject to restrictions on their denominations and
distribution, see "Certain Restrictions Notes having a
maturity of less than one year" above.
Denomination of Notes:
Notes will be issued in such denominations as may be
agreed between the Issuer and the relevant Dealer(s) and
as indicated in the applicable Final Terms save that the
minimum Specified Denomination of each Note will be
such as may be allowed or required from time to time by
the relevant central bank (or equivalent body) or any
laws or regulations applicable to the relevant Specified
Currency, see "Certain Restrictions -- Notes having a
maturity of less than one year" above and save that the
minimum Specified Denomination of each Note
admitted to trading on a regulated market within the
EEA or the UK or offered to the public in a Member
State of the EEA or the UK in circumstances which
would otherwise require the publication of a prospectus
under the Prospectus Regulation will be 100,000 (or, if
the Notes are denominated in a currency other than euro,
the equivalent amount in such currency).
Taxation:
Subject as provided in Condition 8, all payments in
respect of the Notes will be made without deduction for
or on account of withholding taxes imposed within
Sweden.

In the event that any such deduction is made, the Issuer
or, as the case may be, the Parent will, save in certain
limited circumstances provided in Condition 8, be
required to pay additional amounts to cover the amounts
so deducted.
Status of the Notes:
The Notes will be direct, unconditional, (subject to the
provisions of Condition 4) unsecured and
unsubordinated obligations of the Issuer and will at all
times rank without any preference among themselves
and (subject as aforesaid) pari passu with all other
outstanding unsecured and unsubordinated obligations
of the Issuer, present and future, (other than obligations
which are preferred by mandatory provisions of law)
but, in the event of insolvency, only to the extent
permitted by applicable laws relating to creditors' rights.
Guarantee:
The payment of the principal and interest in respect of
all Notes will be unconditionally and irrevocably
guaranteed by AB Volvo (publ), the Parent. The
obligations of the Parent under such guarantee will be
direct, unconditional, (subject to the provisions of
Condition 4) unsecured and unsubordinated obligations
of the Parent and (subject as aforesaid) will at all times
rank pari passu with all other outstanding unsecured and
unsubordinated obligations of the Parent, present and
future, (other than obligations which are preferred by
mandatory provisions of law) but, in the event of
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insolvency, only to the extent permitted by applicable
laws relating to creditors' rights.
Negative Pledge:
The terms of the Notes will contain a negative pledge
provision as described in Condition 4.
Cross Default:
The terms of the Notes will contain a cross default
provision relating to indebtedness as further described in
Condition 10.
Approval, Listing and Admission to
The CSSF has approved this document as a base
Trading:
prospectus. The CSSF gives no undertaking as to the
economic and financial soundness of the transaction or
the quality or solvency of the Issuer. Application has
been made to the Luxembourg Stock Exchange for
Notes issued under the Programme to be listed on the
Official List of the Luxembourg Stock Exchange and
admitted to trading on the regulated market of the
Luxembourg Stock Exchange. This Prospectus and any
supplement will only be valid for listing Notes on the
Luxembourg Stock Exchange during the period of
12 months from the date of approval of this Prospectus.

The Notes may also be listed or admitted to trading, as
the case may be, on such other or further stock
exchange(s) or market(s) as may be agreed between the
Issuer and the relevant Dealer(s) in relation to each
Series.

Notes which are neither listed nor admitted to trading on
any market may also be issued.

The applicable Final Terms will state whether or not
and, if so, on which stock exchange(s) and/or market(s)
the Notes are to be listed and/or admitted to trading.
Governing Law:
The Notes, and any non-contractual obligations arising
out of or in connection with the Notes, shall be governed
by, and construed in accordance with, English law.
Selling Restrictions:
There are restrictions on the offer, sale and transfer of
the Notes in the United States, the EEA, the UK, Japan
and France and such other restrictions as may be
required in connection with the offering and sale of a
particular Tranche of Notes. See "Subscription and Sale"
below.
United States Selling Restrictions:
Regulation S, Category 2. TEFRA D/TEFRA not
applicable, as specified in the applicable Final Terms.

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RISK FACTORS
The Issuer and the Parent present below the significant risks which they believe they are exposed to as at
the date of this Prospectus. The risk factors considered to be the most important, based on the probability
of their occurrence and the expected magnitude of their negative impact and after consideration of the
effects of the measures implemented by the Issuer and the Parent in order to manage these risks, are
mentioned first in their respective category. Investors are invited to read carefully the information provided
in the risk factors before investing in Notes. Investors' attention is drawn to the fact that other risks, not
identified as at the date of this Prospectus, or whose realisation is not considered likely to have, as at this
same date, a significant negative impact on the business, financial situation and results or perspectives of
the Issuer and the Parent, may exist or occur.
1. Risk factors that may affect the Issuer's ability to fulfil its obligations under Notes issued
under the Programme

The Issuer is a unit within the Volvo Group (the "Volvo Group" is defined as the Parent and its subsidiaries).
The Issuer is acting as internal bank for the Volvo Group. The Issuer is responsible for all interest-bearing
assets and liabilities as well as all foreign exchange and funding operations within the Volvo Group. The
Issuer's operations are carried out according to centrally determined risk mandates and limits designed to
minimise the credit currency, interest rate and liquidity risks to which the Volvo Group is exposed.

In conducting its operations, the Issuer is exposed to various types of financial risks which are set out on
pages 19 to 25 (Financial risks) of the Issuer's Annual Report 2019 incorporated by reference into this
Prospectus, as set out in the section headed "Documents Incorporated by Reference" on pages 20 to 22 of
this Prospectus, and include the following: currency risk, interest rate risk, credit risk and liquidity risk.

These risks should, however, be mitigated through the Guarantee (as defined under "Terms and Conditions
of the Notes") issued by the Parent in which the Parent undertakes to assume responsibility for the Issuer's
payment obligations under the Notes.

2. Risk factors that may affect the Parent's ability to fulfil its obligations under the Guarantee
The risks that may affect the Volvo Group's ability to fulfil its obligations under the Programme, other than
the short-term risk factors on pages 8 and 9 of this Prospectus, are set out in particular on pages 102 to 109
(Risks and uncertainties) of the Volvo Group Annual and Sustainability Report 2019 incorporated by
reference into this Prospectus, as set out in the section headed "Documents Incorporated by Reference" on
pages 20 to 22 of this Prospectus, and include the following:
- Strategic risks:
· Technology shift and convergence;
· Intense competition;
· Extensive government regulation
- Operational risks:
· Customer satisfaction;
· Cyclical commercial vehicles industry;
· Reliance on suppliers and scarce materials;
· Industrial operations;
· Human capital;
· Human rights;
· Residual value commitments;
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Document Outline

#5">
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#21">CREDIT RATINGS MAY NOT REFLECT ALL RISKS ASSOCIATED WITH THE NOTES
#21">One or more independent credit rating agencies may assign credit ratings to the Issuer, the Parent or the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other...
#21">In general, European (including UK) regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU or the UK and registered...
- #21">(i) has sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Prospectus or any applicable ...
- #22">(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;
- #22">(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where the currency for principal or interest payments is different from the currency in which such investor's financial a...
- #22">(iv) understands thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant financial markets; and
- #22">(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.
#22">LEGAL INVESTMENT CONSIDERATIONS MAY RESTRICT CERTAIN INVESTMENTS
#22">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)...
#23">The following documents which have previously been published or are published simultaneously with this Prospectus shall be incorporated by reference in, and form part of, this Prospectus:
- #23">(a) the audited annual consolidated and non-consolidated financial statements of the Issuer for each of the financial years ended 31 December 2018 and 31 December 2019, in each case together with the audit reports prepared in connection therewith, inc...
- #23">(b) the audited annual consolidated and non-consolidated financial statements of the Parent for each of the financial years ended 31 December 2018 and 31 December 2019, in each case together with the audit reports prepared in connection therewith, inc...
- #24">(c) the unaudited interim report of the Parent and the Volvo Group for the three-month period ended 31 March 2020 (the "Interim Report for the First Quarter of the Financial Year 2020") (https://www.volvogroup.com/content/dam/volvo/volvo-group/markets...
- #24">(d) the section "Terms and Conditions of the Notes" from the following prospectuses relating to the Programme: (i) Prospectus dated 10 November 2011 (pages 61-82 inclusive) (https://www.volvogroup.com/content/dam/volvo/volvo-group/markets/global/en-e...
- #24">(e) the risk factors set out on pages 102 to 109 (Risks and uncertainties) of the 'Volvo Group Annual and Sustainability Report 2019' relating to the Volvo Group (https://www.volvogroup.com/content/dam/volvo/volvo-group/markets/global/en-en/investors/...
- #25">(f) the risk factors set out on pages 19 to 25 (Financial risks) of the Issuer's Annual Report 2019 (https://www.volvogroup.com/content/dam/volvo/volvo-group/markets/global/en-en/about-us/organization/other-entities/volvo-group-treasury/downloads/volv...
#25">Any information contained in or incorporated by reference in any of the documents specified above which is not included in the cross-reference lists above is either not required by the relevant schedules of the Delegated Regulation or is covered else...
#25">Copies of documents incorporated by reference in this Prospectus are available on the Luxembourg Stock Exchange's website (www.bourse.lu) and by following the above links to the Volvo Group website.
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#37">3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
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#38">8. OPERATIONAL INFORMATION
#41">1. Form, Denomination and Title
#41">2. Status of the Notes
#42">3. Guarantee
#42">4. Negative Pledge
- #42">(i) in the form of or represented by any bonds, notes or other securities for the time being quoted, listed or dealt in on any stock exchange or over-the-counter market; and
- #42">(ii) either (a) denominated or payable in a currency other than euro and initially offered by or on behalf of the Issuer or the Parent or the relevant Subsidiary (as the case may be) primarily to persons resident outside any country in the currency of...
#42">5. Interest
- #42">(a) Interest on Fixed Rate Notes
  - #43">(A) in the case of Fixed Rate Notes which are represented by a global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such global Note; or
  - #43">(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
    - #43">(1) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the "Accrual Period") is eq...
    - #43">(2) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
- #44">(b) Interest on Floating Rate Notes
  - #44">(i) Interest Payment Dates
    - #44">(A) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
    - #44">(B) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an "Interest Payment Date") which falls the number of months or other period sp...
      - #44">(1) any case where Specified Periods are specified in accordance with Condition (a)(b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant mon...
      - #44">(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
      - #44">(3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be bro...
      - #44">(4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
  - #45">(ii) Rate of Interest
  - #45">(iii) ISDA Determination for Floating Rate Notes
    - #45">(A) Floating Rate Option is as specified in the applicable Final Terms;
    - #45">(B) the Designated Maturity is the period specified in the applicable Final Terms; and
    - #45">(C) the relevant Reset Date is the day specified in the applicable Final Terms.
  - #45">(iv) Screen Rate Determination for Floating Rate Notes
    - #46">(A) the offered quotation; or
    - #46">(B) the arithmetic mean (rounded if necessary to the fourth decimal place, with 0.00005 being rounded upwards) of the offered quotations,
  - #47">(v) Reference Rate Replacement
  - #51">(vi) Minimum Rate of Interest and/or Maximum Rate of Interest
  - #51">(vii) Determination of Rate of Interest and calculation of Interest Amounts
    - #51">(A) in the case of Floating Rate Notes which are represented by a global Note, the aggregate outstanding nominal amount of the Notes represented by such global Note; or
    - #51">(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;
  - #53">(viii) Linear Interpolation
  - #54">(ix) Notification of Rate of Interest and Interest Amounts
  - #54">(x) Certificates to be Final
- #54">(c) Fixed to Floating Rate Notes
- #54">(d) Accrual of Interest
#54">6. Payments
- #54">(a) Method of Payment
  - #54">(i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency (which, in the case of a payment in Japanese Yen to a non-resident of Japan, shall be a non-resident account) main...
  - #54">(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque.
- #55">(b) Presentation of Notes and Coupons
  - #56">(a) if
    - #56">(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of th...
    - #56">(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal a...
    - #56">(iii) such payment is then permitted under United States law; or
  - #56">(b) at the option of the relevant holder if such payment is then permitted under United States law without involving, in the opinion of the Issuer or the Parent, adverse tax consequences for the Issuer or the Parent.
- #56">(c) Payment Day
  - #56">(i) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign cu...
  - #56">(ii) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
    - #56">(A) in the case of Notes in definitive form only, the relevant place of presentation; and
    - #56">(B) any Additional Financial Centre specified (other than the TARGET2 System) in the applicable Final Terms; and
  - #56">(iii) if TARGET2 System is specified as an Additional Financial Centre in the applicable Final Terms, a day on which the TARGET2 System is open.
- #56">(d) Interpretation of Principal and Interest
  - #56">(i) any additional amounts which may be payable with respect to principal under Condition 8 or pursuant to any undertakings given in addition thereto or in substitution therefore pursuant to the Trust Deed;
  - #56">(ii) the Final Redemption Amount of the Notes;
  - #57">(iii) the Early Redemption Amount of the Notes;
  - #57">(iv) the Optional Redemption Amount(s) (if any) of the Notes;
  - #57">(v) the Make-whole Redemption Amount (if any) of the Notes; and
  - #57">(vi) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
#57">7. Redemption and Purchase
- #57">(a) Redemption at Maturity
- #57">(b) Redemption for Tax Reasons
- #57">(c) Redemption at the Option of the Issuer (Issuer Call)
  - #57">(i) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 14; and
  - #57">(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Trustee;
- #58">(d) Make-whole Redemption by the Issuer
  - #58">(i) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 14; and
  - #58">(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Trustee;
  - #59">(i) the greater of (x) the Final Redemption Amount and (y) the sum of the present values as at the Make-whole Redemption Date of the remaining scheduled payments of principal and interest on the Calculation Amount (excluding any interest accruing on t...
  - #59">(ii) any interest accrued but not paid on such Calculation Amount from, and including, the Specified Interest Payment Date or, as the case may be, the Interest Commencement Date, immediately preceding such Make-whole Redemption Date, to, but excluding...
- #59">(e) Clean-up Call Option
- #60">(f) Residual Maturity Call at the Option of the Issuer
- #60">(g) Redemption at the Option of the Noteholders (Investor Put)
- #60">(h) Early Redemption Amounts
  - #60">(i) in the case of a Note other than a Zero Coupon Note, at the amount specified in the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or
  - #60">(ii) in the case of a Zero Coupon Note, at its Early Redemption Amount calculated in accordance with the following formula:
- #61">(i) Purchases
- #61">(j) Cancellation
- #61">(k) Late Payment on Zero Coupon Notes
  - #61">(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
  - #61">(ii) five days after the date on which the full amount of the moneys payable has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders either in accordance with Condition 14 or individually.
#61">8. Taxation
- #61">(a) All payments of principal and interest in respect of the Notes and Coupons will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges ("Taxes") of whatever nature i...
  - #62">(i) to, or to a third party on behalf of, a Noteholder or Couponholder who is liable for the Taxes in respect of such Note or Coupon by reason of such holder having some connection with Sweden other than (1) the mere holding of such Note or Coupon or ...
  - #62">(ii) to, or to a third party on behalf of, a holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or
  - #62">(iii) presented for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to additional amounts on presenting the same for payment on the last day of such period of 30 days assuming tha...
  - #62">(iv) presented for payment in Sweden.
- #62">(b) As used herein, the "Relevant Date" means the date on which such payment first becomes due but, if the full amount of the moneys payable has not been duly received by the Agent or the Trustee on or prior to such due date, it means the date on whic...
- #62">(c) Notwithstanding any other provisions contained herein, the Issuer and the Parent shall be permitted to withhold or deduct any amounts required by the rules of Sections 1471 through 1474 of the U.S. Internal Revenue Code (or any amended or successo...
#62">9. Prescription
#62">10. Events of Default
- #62">(i) default is made in the payment of any principal due in respect of the Notes or any of them and default continues for a period of 15 days or if default is made in the payment of any interest due in respect of the Notes or any of them and the defaul...
- #62">(ii) the Issuer or the Parent defaults in the performance of any other obligation under the Trust Deed and (except where such default is not capable of remedy when no such notice or continuation as is hereinafter mentioned will be required) such defau...
- #63">(iii) other indebtedness for borrowed money of the Issuer, the Parent or any Principal Subsidiary (as defined in the Trust Deed) becomes repayable prematurely as a consequence of any default by it in its obligations in respect of the same, or the Issu...
- #63">(iv) a resolution is passed or an order of a court of competent jurisdiction is made that the Issuer, the Parent or any Principal Subsidiary be wound up or dissolved otherwise than for the purposes of or pursuant to an amalgamation, merger or reconstr...
- #63">(v) an encumbrancer takes possession or a receiver is appointed of the whole or a material part of the assets or undertaking of the Issuer, the Parent or any Principal Subsidiary; or
- #63">(vi) a distress, execution or seizure before judgment is levied or enforced upon or sued out against a material part of the property of the Issuer, the Parent or any Principal Subsidiary and is not discharged within 60 days thereof; or
- #63">(vii) the Issuer, the Parent or any Principal Subsidiary stops payment or (otherwise than for the purposes of such an amalgamation, merger or reconstruction as is referred to in paragraph (iv) of this Condition) ceases or threatens to cease to carry o...
- #63">(viii) proceedings shall have been initiated against the Issuer, the Parent or any Principal Subsidiary under any applicable bankruptcy, insolvency or re-organisation law and such proceedings shall not have been discharged or stayed within a period of...
- #63">(ix) the Issuer, the Parent or any Principal Subsidiary initiates or consents to proceedings relating to itself under any applicable bankruptcy, composition, insolvency or re-organisation law or makes a conveyance or assignment for the benefit of, or ...
- #63">(x) if the Guarantee ceases to be, or is claimed by the Parent not to be, in full force and effect,
#63">11. Replacement of Notes, Coupons and Talons
#64">12. Agent and Paying Agents
- #64">(i) so long as the Notes are listed or admitted to trading on any stock exchange or other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of that stock...
- #64">(ii) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee other than in Sweden; and
- #64">(iii) there will at all times be an Agent.
#64">13. Exchange of Talons
#64">14. Notices
#65">15. Meetings of Noteholders, Modification and Waiver
#65">16. Further Issues
#66">17. Enforcement
#66">18. Substitution
#66">19. Indemnification
#66">20. Contracts (Rights of Third Parties) Act 1999
#66">21. Governing Law and Submission to Jurisdiction
- #78">(a) the expression "retail investor" means a person who is one (or more) of the following:
  - #78">(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
  - #78">(ii) a customer within the meaning of the Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
  - #78">(iii) not a qualified investor as defined in the Regulation (EU) 2017/1129.
- #78">(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
- #79">(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
- #79">(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
- #79">(c) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
- #79">United Kingdom
  - #79">(i) in relation to any Notes which have a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and ...
  - #79">(ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection w...
  - #79">(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
#79">France
- #81">(i) the constitutional documents in English of the Issuer;
- #81">(ii) the constitutional documents in English of the Parent which are available on the following page of the website of the Volvo Group (https://www.volvogroup.com/en-en/investors/corporate-governance.html);
- #81">(iii) the Agency Agreement and the Trust Deed (which contains the forms of the Temporary and Permanent Global Notes, the Definitive Notes, the Coupons and the Talons and information relating to the Guarantee);
- #81">(iv) a copy of this Prospectus; and
- #81">(v) any future prospectuses, offering circulars, information memoranda, supplements, documents incorporated by reference and Final Terms (save that Final Terms relating to a Note which is neither admitted to trading on a regulated market in the EEA or...
- #82">(i) no significant change in the financial position or financial performance of the Issuer since 31 December 2019, except as disclosed on pages 8 and 9 under "Short-term risk factors" and in the Interim Report for the First Quarter of the Financial Ye...
- #82">(ii) no significant change in the financial position or financial performance of the Parent or the Volvo Group, in each case, since 31 March 2020, except as disclosed on pages 8 and 9 under "Short-term risk factors", on pages 69 and 70 under "Recent D...
- #82">(iii) no material adverse change in the prospects of the Issuer since 31 December 2019, except as disclosed on pages 8 and 9 under "Short-term risk factors" and in the Interim Report for the First Quarter of the Financial Year 2020, with respect to th...