Bond Kommuninvest Sverige 0.375% ( XS2265023601 ) in USD

Kommuninvest Sverige

100 % ▲

Sweden

XS2265023601 ( in USD )

0.375% per year ( payment 2 times a year)

08/08/2023 - Bond has expired

Prospectus brochure of the bond Kommuninvest i Sverige XS2265023601 in USD 0.375%, expired

Kommuninvest is a Swedish municipal financing company that provides loans and other financial services to Swedish municipalities and municipal-owned entities.

The Bond issued by Kommuninvest Sverige ( Sweden ) , in USD, with the ISIN code XS2265023601, pays a coupon of 0.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 08/08/2023

BASE PROSPECTUS
Kommuninvest i Sverige Aktiebolag (publ)
(incorporated with limited liability in the Kingdom in Sweden)
Euro Note Programme
Guaranteed by certain regions of
Sweden and certain municipalities of Sweden
On 2 September 1993 the Issuer (as defined below) entered into a U.S.$1,500,000,000 Note Programme (the Programme) and issued a prospectus on
that date describing the Programme. This document (the Base Prospectus) supersedes any previous prospectus. Any Notes (as defined below)
issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any
Notes issued before the date of this Base Prospectus.
Under this Euro Note Programme (the Programme) Kommuninvest i Sverige Aktiebolag (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 Notes may be issued in bearer or registered form (respectively the Bearer Notes and the Registered Notes).
Each Series (as defined on page 53) of Notes will be guaranteed by certain regions of Sweden and certain municipalities of Sweden. The final terms
(the Final Terms) applicable to each Tranche (as defined on page 53) of Notes will specify the Guarantor (as defined in the terms and conditions of
the Notes) in relation to that Tranche as of the issue date of that Tranche. However, other regions and municipalities of Sweden may subsequently
become Guarantors under the Guarantee (as defined herein). The Guarantee will be in, or substantially in, the form set out in Schedule 8 to the
Agency Agreement (as defined on page 52). As at the date hereof the Guarantee has already been given jointly and severally by 291 regions and
municipalities of Sweden. For further information on the Guarantors at the date hereof see "Ownership and Guarantee" on page 97.
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity.
The Notes will be issued on a continuing basis to one or more of the Dealers specified on page 2 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).
An investment in Notes issued under the Programme involves certain risks. For a description of these risks see "Risk Factors".
This Base Prospectus constitutes an alleviated base prospectus for the purposes of Chapter 2 of Part III of the Luxembourg Act dated 16 July 2019 on
prospectuses for securities.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme up to the expiry of 12 months from the date of
this Base Prospectus to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the
Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the
Luxembourg Stock Exchange's regulated market and have been listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU),
as amended.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and
conditions not contained herein which are applicable to each Tranche (as defined under Terms and Conditions of the Notes) of Notes will be set out
in the applicable Final Terms which, with respect to Notes to be listed, will be filed with the Luxembourg Stock Exchange.
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 markets as
may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any
market.
Neither the Notes nor the Guarantee have been or will be registered under the Securities Act of 1933 of the United States, as amended (the Securities
Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (as
defined in Regulation S under the Securities Act (Regulation S)), unless an exemption from the registration requirements of the Securities Act is
available and the offer or sale is made in accordance with all applicable securities laws of any state of the United States and any other jurisdiction.
The Notes may be offered and sold (a) in bearer form or registered form outside the United States to non-U.S. persons in reliance on Regulation S and
(b) in registered form in the United States and to U.S. persons to persons who are both "qualified institutional buyers" (QIBs) within the meaning of
and in reliance on Rule 144A under the Securities Act (Rule 144A) and "qualified purchasers" (QPs) within the meaning of Section 2(a)(51)(A) of
the U.S. Investment Company Act of 1940, as amended (the Investment Company Act), and the rules and regulations thereunder. Prospective
purchases who purchase under (b) above are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section
5 of the Securities Act provided by Rule 144A. The Issuer has not registered and does not intend to register, and no guarantor of the Notes is expected
to register, as an investment company under the Investment Company Act, in reliance on the exemption provided by Section 3(c)(7) thereof. For a
description of these and certain further restrictions on offers, sales and transfers of Notes and distributions of this Base Prospectus see "Subscription
and Sale and Transfer and Selling Restrictions".
No prospectus is required in accordance with Regulation (EU) 2017/1129 (the Prospectus Regulation) for an issue of Notes under the Programme,
accordingly this Base Prospectus does not comprise a prospectus for the purposes of the Prospectus Regulation.
Unless otherwise provided in the applicable Final Terms, the Notes of each Tranche (except Notes which are to be cleared through the Swedish
Central Securities Depository & Clearing Organisation, Euroclear Sweden AB (Euroclear Sweden) or notes, other than Swedish Registered Notes
(as defined below) in registered form (Registered Notes)) will initially be represented by a temporary global Note which will be deposited on the
issue date thereof with either a common depositary (if the temporary global Note is not issued in new global note form) or a common safekeeper (if
the temporary global Note is issued in new global note form), in either case on behalf of Euroclear Bank SA/NV (Euroclear), and Clearstream
Banking S.A. (Clearstream, Luxembourg) and which 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 for definitive Notes upon request all as further described in "Form of the Notes" herein. The Notes of
each Tranche cleared through Euroclear Sweden will be issued in registered form in accordance with the Swedish Financial Instruments Accounts Act
(SFS 1998:1479), as amended (Swedish Registered Notes). Each Tranche of Registered Notes will initially be represented by a global Note in
registered form which will either (i) be deposited with a custodian for, and registered in the name of a nominee of, Depository Trust Company or (ii)
be deposited with a common depositary or, if the registered global notes are to be held under the new safe-keeping structure, a common safekeeper, as
the case may be for Euroclear and Clearstream, Luxembourg, and registered in the name of the nominee for the Common Depositary of, Euroclear
and Clearstream, Luxembourg or in the name of a nominee of the common safekeeper, as specified in the applicable Final Terms. A registered global
note will be exchangeable for definitive Registered Notes upon request all as further described in "Form of the Notes" herein.
The Programme is rated by Moody's Investors Service Limited (Moody's) and by S&P Global Ratings Europe Limited (S&P). Tranches of Notes
issued under the Programme may be rated or unrated. Where a tranche of Notes is rated, such rating will not necessarily be the same as the rating
assigned to the Programme. 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.

1

The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in
which case a supplement to the Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in
relation to such Notes.
Arranger
BofA Securities
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Daiwa Capital Markets Europe
HSBC
J.P. Morgan
Mizuho Securities
MUFG
Nomura
SMBC Nikko
TD Securities
Tokai Tokyo Securities Europe Limited

The date of this Base Prospectus is 11 June 2020.

2

The Issuer having made all reasonable enquiries, confirms that this Base Prospectus contains all
information with respect to itself, the Guarantors set out on pages 108 to 111 and the Notes which is
material in the context of the Programme, that the information contained in this Base Prospectus is
true and accurate in all material respects and is not misleading, that the opinions and intentions
expressed in this Base Prospectus are honestly held and that there are no other facts the omission of
which would make any of such information or the expression of any such opinions or intentions
misleading. The Issuer confirms that each Final Terms will be true and accurate in all material
respects.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base
Prospectus (and, therefore, acting in association with the Issuer) in connection with an offer of Notes
are the persons named in the applicable Final Terms as the relevant Dealer or the Managers and the
persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries,
as the case may be.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the
Notes" as amended and/or supplemented by the applicable Final Terms. This Base Prospectus must be
read and construed together with any amendments or supplements hereto and with any information
incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final
Terms, must be read and construed together with the applicable Final Terms.
Certain information under the heading "Book-entry Clearance Systems" has been extracted from
information provided by the clearing systems referred to therein. The Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware, and is able to ascertain
from information published by the relevant clearing systems, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" on page 8). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated in and form
part of this Base Prospectus.
The Dealers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted
by the Dealers as to the accuracy or completeness of the information contained in this Base Prospectus
or any other information provided by the Issuer. The Dealers do not accept any liability in relation to
the information contained in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme.
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 information supplied in connection with the
Programme and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any
other information supplied in connection with the Programme should purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and all
Guarantors. Neither this Base Prospectus nor any other information supplied in connection with the
Programme constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any
person to subscribe for or to purchase any Notes.

3

The delivery of this Base Prospectus does not at any time imply that the information contained herein
concerning the Issuer or any of the Guarantors is correct at any time subsequent to the date hereof or
that any other information supplied in connection with the Programme is correct as of any time
subsequent to the date indicated in the document containing the same. The Dealers expressly do not
undertake to review the financial condition or affairs of the Issuer or any of the Guarantors during the
life of the Programme. Investors should review, inter alia, the most recent non-consolidated or
consolidated financial statements, if any, of the Issuer when deciding whether or not to purchase any
Notes.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in
certain jurisdictions. Persons into whose possession this Base Prospectus or any Notes come must
inform themselves about, and observe, any such restrictions. In particular, there are restrictions on
the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the United
Kingdom, Belgium, Singapore, Japan and Switzerland (see "Subscription and Sale").
In making an investment decision, investors must rely on their own examination of the Issuer and the
Guarantors and the terms of the Notes being offered, including the merits and risks involved. The
Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor
have the foregoing authorities approved this Base Prospectus or confirmed the accuracy or
determined the adequacy of the information contained in this Base Prospectus. Any representation to
the contrary is a criminal offence.
None of the Dealers, the Issuer or the Guarantors makes any representation to any investor in the
Notes regarding the legality of its investment under any applicable laws. Any investor in the Notes
should be able to bear the economic risk of an investment in the Notes for an indefinite period of time.
U.S. INFORMATION
This Base Prospectus is being submitted on a confidential basis in the United States to a limited
number of prospective investors who are both QIBs and QPs for informational use solely in
connection with the consideration of the purchase of certain Notes issued under the Programme. Its
use for any other purpose in the United States is not authorised. It may not be copied or reproduced
in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the
prospective investors to whom it is originally submitted. Registered Notes may be offered or sold
within the United States only to persons who are both QIBs and QPs in transactions exempt from
registration under the Securities Act in reliance on Rule 144A or any other applicable exemption.
Each U.S. purchaser of Registered Notes is hereby notified that the offer and sale of any Registered
Notes to it may be being made in reliance upon the exemption from the registration requirements of
Section 5 of the Securities Act provided by Rule 144A.
The Notes in bearer form for U.S. tax purposes are subject to U.S. tax law requirements and may not
be offered, sold or delivered within the United States or its possessions or to United States persons,
except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph
have the meanings given to them by the U.S. Internal Revenue Code of 1986 and the Treasury
regulations promulgated thereunder.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued in
registered form in exchange or substitution therefor (together Legended Notes) will be deemed, by its
acceptance or purchase of any such Legended Notes, to have made certain representations and
agreements intended to restrict the resale or other transfer of such Notes as set out in "Subscription
and Sale and Transfer and Selling Restrictions". Unless otherwise stated, terms used in this paragraph
have the meanings given to them in "Form of the Notes".

4

AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that
are "restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a
deed poll dated 14 June 2011 (the Deed Poll) to furnish, upon the request of a holder of such Notes or
any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of
the request, any of the Notes remain outstanding as "restricted securities" within the meaning of Rule
144(a)(3) of the Securities Act and the Issuer is not a reporting company under Section 13 or 15(d) of
the U.S. Securities Exchange Act of 1934, as amended, (the Exchange Act) or exempt from reporting
pursuant to Rule 12g3-2(b) thereunder.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is incorporated in Örebro, Sweden as a limited liability company for an indefinite period in
August 1986 on the local initiative of the County of Örebro (as it was then known) and municipalities
in that county. All of the officers and directors named herein reside outside the United States and all
or a substantial portion of the assets of the Issuer and of such officers and directors are located outside
the United States. As a result, it may not be possible for investors to effect service of process outside
Sweden upon the Issuer or such persons, or to enforce judgments against them obtained in courts
outside Sweden.

The Guarantors are certain regions and municipalities of Sweden. As a result, it may not be possible
for investors to effect service of process outside Sweden upon the Guarantors or such persons, or to
enforce judgments against them obtained in courts outside Sweden.

The United States and Sweden currently do not have a treaty providing for reciprocal recognition and
enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the
payment of money against the Issuer rendered by any Federal or state court in the United States based
on civil liability would not be enforceable in Sweden, and the party in whose favour such judgment
was rendered would have to re-litigate the issues in a Swedish court of competent jurisdiction.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
Unless otherwise indicated, the financial information in this Base Prospectus relating to the Issuer has
been derived from the audited financial statements of the Issuer for the financial year ended 31
December 2019 (including the comparative information as at and for the financial year ended 31
December 2018) (together, the Financial Statements).
The Issuer's financial year ends on 31 December, and references in this Base Prospectus to any specific
year are to the 12-month period ended on 31 December of such year. The Financial Statements have
been prepared in accordance with the Swedish Annual Accounts Act for Credit Institutions and
Securities Companies (ÅRKL), and the regulations and general recommendations of the Swedish
Financial Supervisory Authority (Finansinspektionen) (the SFSA) regarding annual accounts for
credit institutions and securities companies (FFFS 2008:25).
Certain Defined Terms and Conventions
Capitalised terms which are used but not defined in any particular section of this Base Prospectus will
have the meaning attributed thereto in "Terms and Conditions of the Notes" or any other section of
this Base Prospectus.

5

Certain figures and percentages included in this Base Prospectus have been subject to rounding
adjustments; accordingly figures shown in the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the
figures which precede them.
All references in this document to U.S. dollars, $ and U.S. cents refer to the currency of the United
States of America, those to SEK and Swedish kronor refer to the currency of Sweden and those to
euro and refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the Functioning of the European Union, as amended (the
Treaty).
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT (CHAPTER 289) OF SINGAPORE - The Final Terms in respect of any Notes may
include a legend entitled "Singapore SFA Product Classification" which will state the product
classification of the Notes pursuant to section 309B(1) of the Securities and Futures Act (Chapter 289)
of Singapore, as modified or amended from time to time (the "SFA").
The Issuer will make a determination in relation to each issue under the Programme of the
classification of the Notes being offered for purposes of section 309B(1)(a). Any such legend included
on the relevant Final Terms will constitute notice to each of the "relevant persons" for purposes of
section 309B(1)(c) of the SFA.
MiFID II product governance / target market
The Final Terms in respect of any Notes may include a legend entitled "MiFID II product
governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the target market assessment;
however, a distributor subject to Directive 2014/65/EU (as amended, MiFID II) is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MIFID Product Governance Rules.

6

TABLE OF CONTENTS

Page
Documents Incorporated by Reference .......................................................................................................... 8
General Description of the Programme ......................................................................................................... 9
Summary of Terms and Conditions of the Programme and the Notes .......................................................... 10
Risk Factors ................................................................................................................................................ 15
Form of the Notes ....................................................................................................................................... 33
Terms and Conditions of the Notes ............................................................................................................. 52
Use of Proceeds .......................................................................................................................................... 90
Book-Entry Clearance Systems ................................................................................................................... 91
Kommuninvest i Sverige Aktiebolag (Publ) ................................................................................................ 96
Financial Information Concerning the Issuer ............................................................................................. 112
Map of Sweden ......................................................................................................................................... 116
The Swedish Local Government Sector..................................................................................................... 117
U.S. Federal Income Tax Considerations .................................................................................................. 118
Other Tax Considerations ......................................................................................................................... 127
Subscription and Sale and Transfer and Selling Restrictions ...................................................................... 129
General Information.................................................................................................................................. 137

____________________________
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease
at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over allotment must be conducted by the relevant Stabilising Manager(s) (or
persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.

7

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Base Prospectus:
(a)
the most recently publicly available audited annual report and the publicly available unaudited
interim financial statements of the Issuer for the most recent financial period; and
(b)
the constitutional documents (in English) of the Issuer.
Following the publication of this Base Prospectus, a supplement may be prepared by the Issuer and approved
by the Luxembourg Stock Exchange. Statements contained in any such supplement (or contained in any
document incorporated by reference therein) shall, to the extent applicable (whether expressly, by
implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or
in a document which is incorporated by reference in this Base Prospectus. Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus can be obtained from the specified
office of the Issuer and on the Issuer's website at www.kommuninvest.se. Written or oral requests for such
documents should be directed to the Issuer at its registered office set out at the end of this Base Prospectus.
In addition, such documents will be available, without charge, from the principal office in Luxembourg of
Deutsche Bank Luxembourg S.A. (the Listing Agent) and on the website of the Luxembourg Stock
Exchange at www.bourse.lu.
The Issuer will, in connection with the listing of the Notes on the Luxembourg Stock Exchange, so long as
any Note remains outstanding and listed on such exchange, in the event of any material adverse change in
the financial condition of the Issuer which is not reflected in the Base Prospectus, prepare a further
supplement to the Base Prospectus or publish a new Base Prospectus for use in connection with any
subsequent issue of Notes to be listed on the Luxembourg Stock Exchange. If the terms of the Programme
are modified or amended in a manner which would make the Base Prospectus, as supplemented, inaccurate
or misleading, a new Base Prospectus will be prepared.

8

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency and
having any maturity, subject as set out herein. A summary of the terms and conditions of the Programme
and the Notes appears on pages 10 to 14. The applicable terms of any Notes will be agreed between the
Issuer and the relevant Dealer(s) prior to the issue of the Notes and will be set out in the Terms and
Conditions of the Notes endorsed on, or incorporated by reference into, the Notes, as modified and
supplemented by the applicable Final Terms attached to, or endorsed on, such Notes, as more fully described
under "Form of the Notes" on page 33.
The aggregate nominal amount of Notes which may be issued and outstanding at any one time under the
Programme is unlimited.

9

SUMMARY OF TERMS AND CONDITIONS OF THE PROGRAMME AND THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche
of Notes, the applicable Final Terms. Words and expressions defined in "Form of the Notes" and "Terms
and Conditions of the Notes" below shall have the same meanings in this summary.
Issuer:
Kommuninvest i Sverige Aktiebolag (publ)
Legal Entity Identifier EV2XZWMLLXF2QRX0CD47
(LEI):
Guarantors:
Each Series of Notes will be guaranteed by certain regions and municipalities of
Sweden. The Final Terms applicable to each Tranche of Notes will specify the
Guarantors in relation to that Tranche as of the issue date of that Tranche.
However, other regions and municipalities of Sweden may subsequently
become Guarantors. The Guarantee will be in, or substantially in, the form set
out in Schedule 8 to the Agency Agreement. As at the date hereof such a
Guarantee has already been given jointly and severally by the regions and
municipalities of Sweden set out on pages 108 to 111 for the commitments
undertaken or to be undertaken by the Issuer, including the commitments of the
Issuer in respect of the Notes. For further information on the Guarantors at the
date hereof see "Ownership and Guarantee" on page 97.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under the Notes issued under the Programme. In addition, there are
certain factors which are material for the purpose of assessing the market risks
associated with Notes issued under the Programme (see "Risk Factors").
Description:
Note Programme
Arranger:
Merrill Lynch International
Dealers:
Barclays Bank Ireland PLC

Barclays Bank PLC

BNP Paribas

BofA Securities Europe SA

Citigroup Global Markets Europe AG

Citigroup Global Markets Limited

Crédit Agricole Corporate and Investment Bank

Daiwa Capital Markets Europe Limited

HSBC Bank plc

J.P. Morgan Securities plc

Merrill Lynch International

Mizuho International plc

Mizuho Securities Europe GmbH

MUFG Securities (Europe) N.V.

Nomura International plc

SMBC Nikko Capital Markets Europe GmbH

SMBC Nikko Capital Markets Limited

TD Global Finance unlimited company

The Toronto-Dominion Bank

Tokai Tokyo Securities Europe Limited

10

Document Outline

#5">Presentation of Financial Information
#5">Certain Defined Terms and Conventions
#15">Factors which may affect Kommuninvest's ability to fulfil its obligations under Notes issued under the Programme:
#15">Risks relating to disruptions in the global credit markets and economy
#16">Credit risks associated with lending
#16">Risks associated with management of liquidity reserve
#17">Risks associated with derivative contracts
#17">Market risk
#17">Interest rate, currency and credit spread risk
#18">Other price risks and liquidation risk
#18">Liquidity risk
#18">Operational and business risks and related issues
#18">Business risk and strategic risk
#19">Regulatory development
#19">Basel III and CRD IV
#20">Legal actions
#20">Key personnel
#20">Computer and communications systems
#21">Competitive landscape
#21">Reputation
#21">Ratings
- #21">Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme
  - #21">The Notes may not be a suitable investment for all investors
  - #22">Risks related to the structure of a particular issue of Notes
  - #22">Notes subject to optional redemption by the Issuer
  - #22">Index Linked Notes and Dual Currency Notes
  - #23">Fund Linked Notes
  - #24">Substantial redemptions by holders of interests in a fund within a short period of time could also require the funds investment manager(s) and/or adviser(s) to liquidate positions more rapidly than would otherwise be desirable, which could adversely ...
  - #24">Partly-paid Notes
  - #24">Variable rate Notes with a multiplier or other leverage factor
  - #24">Inverse Floating Rate Notes
  - #24">Fixed/Floating Rate Notes
  - #24">Notes issued at a substantial discount or premium
    - #28">Risks related to Notes generally
  - #28">Modification
  - #28">Bearer Notes where denominations involve integral multiples: definitive Notes
  - #29">Reliance on DTC, Euroclear and Clearstream, Luxembourg procedures
    - #31">Risks related to the market generally
  - #32">The secondary market generally
  - #32">Interest rate risks
    - #32">Legal investment considerations may restrict certain investments
- #33">Bearer Notes
- #34">Registered Notes
- #36">Transfer of Interests
- #36">Swedish Registered Notes
#39">Part 1
- #39">Contractual Terms
#47">[LISTING AND ADMISSION TO TRADING APPLICATION
#47">RESPONSIBILITY
#49">Part 2
- #49">Other Information
  - #57">Distribution Compliance Period has the meaning given in Regulation S;
  - #57">Legended Note means Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A which bear a legend specifying certain restrictions on ...
  - #57">Investment Company Act means the United States Investment Company Act of 1940, as amended;
  - #57">QIB means a qualified institutional buyer within the meaning of Rule 144A;
  - #57">QP means a qualified purchaser within the meaning of Section 2(a)(51)(A) of the Investment Company Act and the rules and regulations thereunder;
  - #57">Regulation S means Regulation S under the Securities Act;
  - #57">Regulation S Global Note means a Registered Global Note representing Notes initially sold outside the United States to persons that are not U.S. persons in reliance on Regulation S;
  - #57">Rule 144A means Rule 144A under the Securities Act;
  - #57">Rule 144A Global Note means a Registered Global Note representing Notes initially sold to U.S. Persons in the United States to persons that are both QIBs and QPs; and
  - #57">Securities Act means the United States Securities Act of 1933, as amended.
    - #57">U.S. Person has the meaning specified in Regulation S.
  - #59">Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 6.1:
    - #59">(i) if Actual/Actual (ICMA) is specified in the applicable Final Terms:
    - #59">(A) in the case of Notes where the number of days in the relevant period from (and including or, in the case of Swedish Registered Notes, but excluding) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but exclud...
    - #59">(B) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
    - #60">(1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified ...
    - #60">(2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
    - #60">(ii) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including or, in the case of Swedish Registered Notes, but excluding) the most recent Interest Payment Date (or, if none, the Interest Commencement...
  - #60">Determination Period means the period from (and including or, in the case of Swedish Registered Notes, but excluding) a Determination Date to (but excluding or, in the case of Swedish Registered Notes, and including) the next Determination Date (incl...
  - #60">sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and means, with respect to euro, one cent.
  - #64">(i) if the Reference Rate is LIBOR (other than Sterling or Euro LIBOR), the second London business day prior to the start of each Interest Period;
  - #64">(ii) if the Reference Rate is Sterling LIBOR, the first day of each Interest Period;
  - #64">(iii) if the Reference Rate is Euro LIBOR or EURIBOR, the second day on which the TARGET2 System is open prior to the start of each Interest Period; or
  - #64">(iv) if the Reference Rate is STIBOR, the second Stockholm business day prior to the start of each Interest Period.
  - #64">Reference Bank means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market, in the case of a determination of EURIBOR, the principal Eurozone office of four major banks in the Eurozon...
  - #64">Reference Banks Agent means an independent investment bank, commercial bank or stockbroker appointed by the Issuer.
  - #64">Reference Rate means (i) LIBOR, (ii) EURIBOR or (iii) STIBOR, in each case for the relevant period, as specified in the applicable Final Terms.
    - #65">Day Count Fraction means, in respect of the calculation of an amount of interest for any Interest Period in accordance with this Condition 6.2:
      - #65">(i) if Actual/Actual (ISDA) or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual numb...
      - #65">(ii) if Actual/365 (Fixed) is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
      - #65">(iii) if Actual/365 (Sterling) is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
      - #65">(iv) if Actual/360 is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
      - #65">(v) if 30/360, 360/360 or Bond Basis is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
      - #65">Day Count Fraction =
      - #66">(vi) if 30E/360 or Eurobond Basis is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
      - #66">Day Count Fraction =
      - #66">(vii) if 30E/360 (ISDA) is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
      - #66">Day Count Fraction =
      - #67">(i) Independent Adviser
      - #67">Notwithstanding Condition 6.2(b)(ii), if a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the Issue...
      - #68">An Independent Adviser appointed pursuant to this Condition 6.2(g) shall act in good faith and in a commercially reasonable manner in consultation with the Issuer. In the absence of wilful default or bad faith, the Independent Adviser shall have no li...
      - #68">If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 6.2(g)(i) prior to the relevant Interest Determination Date,...
      - #68">(ii) Successor Rate or Alternative Rate
      - #68">If the Issuer, following consultation with the Independent Adviser and acting in good faith and in a commercially reasonable manner, determines that:
      - #68">(iii) Adjustment Spread
      - #68">The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be).
      - #68">(iv) Benchmark Amendments
      - #68">If any Successor Rate or Alternative Rate and Adjustment Spread is determined in accordance with this Condition 6.2(g) and the Issuer, following consultation with the Independent Adviser and acting in good faith and in a commercially reasonable manne...
      - #69">At the request of the Issuer, but subject to receipt by the Agent of a certificate signed by two authorised signatories of the Issuer pursuant to Condition 6.2(g)(v), the Agent shall (at the expense and direction of the Issuer), without any requiremen...
      - #69">In connection with any such variation in accordance with this Condition 6.2(g)(iv), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.
      - #69">(v) Notices
      - #69">Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 6.2(g) will be notified promptly by the Issuer to the Agents and, in accordance with Condition 15, the Notehold...
      - #70">(vi) Survival of Original Reference Rate
      - #70">Without prejudice to the obligations of the Issuer under Conditions 6.2(g) (i), (ii), (iii) and (iv), the Original Reference Rate and the fallback provisions provided for in Condition 6.2(b) will continue to apply unless and until a Benchmark Event ha...
      - #70">(vii) Definitions
      - #70">As used in this Condition 6.2(g):
      - #70">Adjustment Spread means either a spread (which may be positive, negative or zero), or the formula or methodology for calculating a spread, in either case, which the Issuer, following consultation with the Independent Adviser and acting in good faith a...
- #91">Book-entry Systems
  - #91">DTC
  - #93">Euroclear and Clearstream, Luxembourg
- #93">Book-entry Ownership of and Payments in respect of DTC Notes
- #94">Transfers of Notes Represented by Registered Global Notes
#96">Overview
#96">History and Corporate Organisation
#97">The present articles of association of the Company were adopted during April 2019.
#97">Ownership and Guarantee
#98">Share capital in Kommuninvest increased by SEK 1,000.0 million in 2018, raising the total issued share capital to SEK 7,100.0 million. Kommuninvest is wholly-owned by the Society. It is anticipated that the share capital of Kommuninvest will be incre...
#98">Purpose
#98">Strategy
#99">Key developments
#99">Access to liquidity as a monetary policy counterparty to the Swedish Riksbank
#99">Lending activity
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#99">Since June 2015, Kommuninvest has also offered its clients an opportunity to finance their green investment projects with the launch of its 'Green Loans' product. Renewable energy, green buildings, energy efficiency, sustainable public transport, wast...
#99">At the end of 2019, municipalities represented 43% of Kommuninvest's aggregate lending. The municipal housing companies' share of lending amounted to 28%, and the share of lending to energy companies and other municipally-owned companies represented 2...
#99">Debt management and other services
#99">Funding activities
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#100">Competition
#101">Ratings
#101">Employees
#101">Committees
#102">Management of main risks
#102">Corporate Governance of the Group
#103">Relationship between the Society and the Company
#103">Analysis and Finance Committee of the Society
#103">Member consultations
#103">Internal governance, compliance and internal audit at Kommuninvest
#104">Compliance
#104">Internal Audit
#104">External Audit
#104">Board of Directors and Managing Directors of Kommuninvest
#104">Board of Directors
#108">Members of Kommuninvest Cooperative Society
#113">Balance Sheet
#114">Income Statement
#115">Cash Flow Statement
#117">Balanced budget requirement
#117">System for financial equalisation
#117">The Swedish State supports financial stability in local government
#127">Other Tax Considerations
- #129">Transfer Restrictions
  - #129">As a result of the following restrictions, purchasers of Notes in the United States are advised to consult legal counsel prior to making any purchase, offer, sale, resale or other transfer of such Notes.
- #133">Selling Restrictions
- #133">United States
- #134">United Kingdom
- #134">Japan
  - #135">(i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
  - #135">(ii) where no consideration is or will be given for the transfer;
  - #135">(iii) where the transfer is by operation of law;
  - #135">(iv) as specified in Section 276(7) of the SFA; or
  - #135">(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.
- #136">Switzerland
- #136">General
- #137">Authorisation
- #137">Listing of Notes
- #137">Documents
- #138">Clearing Systems
- #138">Conditions for determining price
- #138">Material Change
- #138">Litigation
- #138">Auditors
- #139">Dealers transacting with the Issuer and the Guarantors