Obbligazione Lansförsäkringar Banken 0.5% ( XS1684785774 ) in EUR

Lansförsäkringar Banken

100 EUR ▼

Svezia

XS1684785774 ( in EUR )

0.5% per anno ( pagato 1 volta l'anno)

19/09/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Lansforsakringar Bank XS1684785774 in EUR 0.5%, scaduta

100 000 EUR

500 000 000 EUR

Lansforsakringar Bank è una banca svedese specializzata in servizi finanziari per i clienti del gruppo assicurativo Lansforsakringar.

The Obbligazione issued by Lansförsäkringar Banken ( Sweden ) , in EUR, with the ISIN code XS1684785774, pays a coupon of 0.5% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 19/09/2022

BASE PROSPECTUS

LÄNSFÖRSÄKRINGAR BANK AB (publ)
(incorporated with limited liability in Sweden under corporate registration number 516401-9878)
EUR 2,000,000,000
Euro Medium Term Note Programme
Due from One month from the date of original issue
Under the Euro Medium Term Note Programme described in this Base Prospectus (the Programme), Länsförsäkringar Bank
AB (publ) (the Issuer or the Bank), subject to compliance with al relevant laws, regulations and directives, may from time to
time issue Euro Medium Term Notes (the Notes). The aggregate nominal amount of Notes outstanding will not at any time
exceed 2,000,000,000 (or the equivalent in other currencies).
An investment in Notes issued under the Programme involves certain risks. For a discussion of some of these risks see "Risk
Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the Prospectus Act 2005) to approve
this document as a base prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the
transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the
Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for the Notes to be listed on the
official list and traded on the Regulated Market of the Luxembourg Stock Exchange. In relation to Notes listed on the official list
and traded on the Regulated Market of the Luxembourg Stock Exchange, this Base Prospectus is valid for a period of one year
from the date hereof. References in this Base Prospectus to Notes being listed (and all related references) shal mean that
such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to
the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Regulated Market is a regulated
market for the purposes of the Directive on Markets in Financial Instruments (Directive 2004/39/EC).
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to
trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area
other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in
the relevant Member State(s)). References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is
required to be published under the Prospectus Directive. The CSSF has neither approved nor reviewed information contained
in this Base Prospectus in connection with Exempt Notes.
Each Series (as defined in "Overview of the Programme") of Notes in bearer form wil be represented on issue by a temporary
global note in bearer form (each a temporary Global Note) or a permanent global note in bearer form (each a permanent
Global Note). Notes in registered form wil be represented by registered certificates (each a Certificate), one Certificate being
issued in respect of each Noteholder's entire holding of Registered Notes of one Series. Global Notes and Certificates may (or
in the case of Notes listed on the Luxembourg Stock Exchange wil ) be deposited on the issue date with a common depositary
or, as the case may be, a common safekeeper on behalf of Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A.
(Clearstream, Luxembourg). The provisions governing the exchange of interests in Global Notes for other Global Notes and
definitive Notes are described in "Overview of Provisions Relating to the Notes while in Global Form".
Tranches of Notes (as defined in "Overview of the Programme") may be rated or unrated. Where a Tranche of Notes is rated,
such rating wil be specified in the relevant Final Terms (or Pricing Supplement, in the case of Exempt Notes). It is expected
that Senior Notes (as defined in "Terms and Conditions of the Notes") wil be rated A by Standard & Poor's Credit Market
Services Europe Limited (Standard & Poor's) and A1 by Moody's Investors Service Limited (Moody's). A rating is not a
recommendation to buy, sel or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency. See "Overview of the Programme" for the meanings of the ratings set out above.
Each of Standard & Poor's and Moody's is established in the European Union and is registered under Regulation (EC) No.
1060/2009 (as amended) (the CRA Regulation). As such, each of Standard & Poor's and Moody's is included in the list of
credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such
Regulation.
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 of Notes wil (other than in the case of Exempt Notes, as defin ed
above) be set out in a final terms document (the Final Terms) which wil be filed with the CSSF. Copies of Final Terms in
relation to Notes to be listed on the Luxembourg Stock Exchange wil also be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu). In the case of Exempt Notes, 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 will
be set out in a pricing supplement document (the Pricing Supplement).
Arranger
UBS Investment Bank
Dealers
Credit Suisse
Danske Bank A/S
NatWest Markets
Nordea
SEB
Swedbank
UBS Investment Bank

The date of this Base Prospectus is 21 June 2017

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of al Notes other than Exempt Notes
issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. Prospectus
Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and
includes any relevant implementing measure in a relevant Member State of the European Economic
Area. The Issuer accepts responsibility for the information contained in this Base Prospectus and the
Final Terms or, in the case of Exempt Notes, the Pricing Supplement for each Tranche of Notes
issued under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable
care to ensure that such is the case) the information contained in this Base Prospectus is in
accordance with the facts and makes no omission likely to affect its import.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein
by reference (see "Documents Incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the issue or sale of the Notes 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 or the Arranger (as defined in "Overview of the Programme"). Neither
the delivery of this Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or the
Issuer and its subsidiaries and affiliates taken as a whole (the Bank Group) since the date hereof or
the date upon which this Base Prospectus has been most recently amended or supplemented or that
there has been no adverse change in the financial position of the Issuer or the Bank Group since the
date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as
of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required
by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such
restriction. The Notes have not been and wil not be registered under the United States Securities Act
of 1933, as amended (the Securities Act) and include Notes in bearer form that 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 U.S. persons. For a description of certain restrictions on offers and sales of
Notes and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or
the Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in
this Base Prospectus. Neither this Base Prospectus nor any other financial statements are intended to
provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base
Prospectus or any other financial statements should purchase the Notes. Prospective investors
should have regard to the factors described under the section headed "Risk Factors" in this Base
Prospectus. The Base Prospectus does not describe all of the risks of an investment in the Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Base Prospectus and its purchase of Notes should be based upon such investigation
as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial
condition or affairs of the Issuer or the Bank Group during the life of the arrangements contemplated
by this Base Prospectus nor to advise any investor or potential investor in the Notes of any
information coming to the attention of any of the Dealers or the Arranger.
In connection with the issue of any Tranche, the Dealer or Dealers (if any) acting as the stabilisation
manager(s) (the Stabilisation Manager(s)) (or persons acting on behalf of any Stabilisation
Manager(s)) may over-al ot Notes or effect transactions with a view to supporting the market price of
2

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 final terms of the offer of the relevant Tranche 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 and 60 days after the date of the al otment of the relevant Tranche. Any stabilisation action
or over-al otment must be conducted by the relevant Stabilisation Manager(s) (or persons acting on
behalf of any Stabilisation Manager(s)) in accordance with al applicable laws and rules.
The Notes may not be a suitable investment for al investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overal investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
In this document, unless otherwise specified or the context otherwise requires, all references to U.S.
dollars, U.S.$ and dollars are to the lawful currency of the United States of America, references to
euro, EUR and refer to the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty on the functioning of the European Union, as amended,
references to Sterling and £ are to the lawful currency of the United Kingdom, and references to
Swedish Kronor, Kronor, Swedish Krona, Krona or SEK are to the lawful currency of the Kingdom
of Sweden.
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for 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.
IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes (or Pricing Supplement, in the case of Exempt Notes)
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes, from 1 January
2018 are not intended to be offered, sold or otherwise made available to and, with effect from such
date, should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); (ii) a
customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as
3

defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key
information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or sel ing the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
4

Table of Contents
Clause
Page
Risk Factors .................................................. 6
Overview of the Programme ........................ 21
Documents Incorporated by Reference ........ 26
Applicable Final Terms ............................... 28
Applicable Pricing Supplement .................... 39
Terms and Conditions of the Notes .............. 50
Overview of Provisions Relating to the
Notes while in Global Form ..................... 80
Use of Proceeds ........................................... 85
Description of the Issuer .............................. 86
Taxation ...................................................... 94
Subscription and Sale .................................. 97
General Information .................................. 100

5

Risk Factors
In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be
unable to make all payments due in respect of the Notes. There is a wide range of factors which
individually or together could result in the Issuer becoming unable to make all payments due in
respect of the Notes. It is not possible to identify all such factors or to determine which factors are
most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it
currently deems not to be material may become material as a result of the occurrence of events
outside the Issuer's control. The Issuer has identified in this Base Prospectus a number of factors
which could materially adversely affect its business and ability to make payments due under the
Notes.
In addition, factors which are material for the purpose of assessing the market risks associated with
Notes issued under the Programme are also described below.
Prospective investors should also read all other information set out elsewhere in this Base Prospectus
and reach their own views prior to making any investment decision.
RISKS RELATING TO THE ISSUER
Risks relating to the Kingdom of Sweden
The government debt issues in Sweden are rated Aaa by Moody's and AAA by Standard & Poor's.
Relatively healthy public finances, a declining government debt and a competitive export sector,
together with a well- educated labour force and a high standard of living are some of the credit
strengths that are significant for Sweden. On the credit chal enging side are high tax rates and
rigidities in labour and product markets. Although Sweden has an ageing population, the pension
system reforms are considered to help insulate these costs from the rest of the government finances.
Risks relating to the Swedish banking industry
Sweden has one of the most consolidated banking sectors in Europe, dominated by four large banks.
The risks within the banking sector mainly consist of credit and market risks. Credit risk refers to the
risk that a counterparty cannot meet its obligations and the risk that pledged assets will not cover the
claim. Market risk is defined as the risk that changes in interest rates, exchange rates and asset
prices wil lead to a decline in the value of the bank's net assets and liabilities. The banking sector in
Sweden has comparatively low levels of credit and market risks. The low credit risk profile reflects the
dominance of retail business among Swedish banks. High cost efficiency and low risk profile are
significant to the Swedish bank sector. Increasing competition and lower margins are future
challenges for all the players within the sector.
Credit risks
Investors investing in Notes take a credit risk on the Issuer. Credit risk is the risk of a potential
financial loss arising from the failure of a counterparty to fulfil its financial obligations as they fall due
(and such loss is not covered by any col ateral (if any)). The Issuer's credit risk primarily arises from
its lending activities. Furthermore, credit risk includes transfer risk, settlement risk and credit risk in
financial instruments such as derivatives.
One of the core and main businesses of the Bank Group (as defined in "Description of the Issuer") is
residential mortgage lending to Swedish borrowers. The business risk principal y pertains to credit
risks on the Bank Group's customers. The Bank Group's business shows relatively low credit risks
and the Bank Group has historically showed low credit losses. This is largely due to the fact that the
Bank Group primarily lends against security over Swedish residential real property (fastigheter),
residential site leasehold rights (tomträtter) and residential tenant ownership rights (bostadsrätter).
The volume of historical credit losses is however not any indication as to the volume of any future
credit losses.
As the principal part of the Bank Group's lending is made against security over real property, site
leasehold rights and tenant ownership rights, the risks associated with the Bank Group's business are
linked to the development of the Swedish real estate and housing market.
6

Risk Factors
Operating within the banking sector and offering financial products and services involves taking
calculated risks. The risks linked with these products and services are taken consciously and shall be
reflected in, and covered by, the prices offered to the customers.
Market risks
The Issuer currently lends in Swedish Kronor but may fund itself in foreign currencies. The currency
risk arising in connection with the funding is limited by the use of derivative instruments. There are
also interest rate risks in the Issuer's business, which arise when there is an imbalance in the interest
rate structure between its assets and liabilities and corresponding off-balance-sheet items. The Issuer
limits its exposure to interest rate fluctuations by the use of derivative instruments and by matching
the interest rate and the maturity structure for its assets and liabilities.
Risks relating to disruptions in the global credit markets and economy
Financial markets are subject to periods of historic volatility and the economic climate in the region is
exposed to political risk, which may impact the Issuer's ability to raise debt in a similar manner, and at
a similar cost, to the funding raised in the past. Challenging market conditions may result in greater
volatility and reduced liquidity, widening of credit spreads and lack of price transparency in credit
markets, which may affect the Issuer. These conditions and changes in investment markets, including
changes in interest rates, exchange rates and returns from equity, property and other investments,
may affect the financial performance of the Issuer. In addition, the financial performance of the Issuer
could be adversely affected by a worsening of general economic conditions in the markets in which it
operates. There are uncertainties as to the current political climate globally, including (but not limited
to) the recent change of administration in the United States and the United Kingdom voting in favour
of leaving the European Union (EU). The possibility of an extended period of political uncertainty and
financial market volatility as a result of such political y sensitive events may also adversely affect the
financial performance of the Issuer and its ability to raise debt in the international capital markets.
The Notes will be structurally subordinated to the liabilities of the Issuer's subsidiaries
A major part of the Bank Group's business is to serve its customers with mortgage loans. All
mortgage loans with loan to value up to 75 per cent. are, however, placed in the Issuer's subsidiary
Länsförsäkringar Hypotek AB (publ) (LF Hypotek) and mortgage loans with loan to value above 75
per cent. are placed in the Issuer. As a significant share of the Issuer's revenue derives from the
mortgage loans held by LF Hypotek, the Issuer is reliant on the ability of LF Hypotek to advance loans
or make dividend distributions to the Issuer so as to enable it to meet its payment obligations
(including making payments under the Notes). The Issuer is thus dependent upon receipt of sufficient
income arising from the operations of LF Hypotek.
All of the Issuer's subsidiaries, including LF Hypotek, (the Subsidiaries) are legal y separate and
distinct from the Issuer and have no obligation to pay amounts due with respect to the Issuer's
obligations and commitments or to make funds available for such payments. The ability of the
Subsidiaries to make such payments to the Issuer is subject to, among other things, the availability of
funds, corporate restrictions, the terms of each operation's indebtedness (including, but not limited to,
LF Hypotek's issuance of covered bonds) and Swedish law. No present or future subsidiary of the
Issuer wil guarantee or provide any security for the Issuer's obligations under the Notes and
consequently the Noteholders do not have any recourse to the assets of the Subsidiaries.
If any subsidiary of the Issuer is subject to any foreclosure, dissolution, winding-up, liquidation,
recapitalisation, administrative or other bankruptcy or insolvency proceeding, the creditors of such
subsidiary, wil generally be prioritised due to their position in the capital structure and will generally
be entitled to payment in ful from the sale or other disposal of the assets of such a subsidiary before
the Issuer, as a direct or indirect shareholder, wil be entitled to receive any distributions from such a
subsidiary.
Liquidity risks
Liquidity risk is the risk of the Issuer, due to insufficient cash and cash equivalents, being unable to
fulfil its commitments or only being able to fulfil its commitments by borrowing cash and cash
equivalents at a significantly higher cost. Liquidity risk also refers to the risk of financial instruments
that cannot immediately be converted to cash and cash equivalents without decreasing in value.
7

Risk Factors
Furthermore, if the Issuer's inability to meet its payment obligations when they fall due is not
temporary, it could mean that the Issuer might be considered insolvent. The Issuer is also subject to
liquidity requirements in its capacity as a credit institution supervised by the Swedish FSA, including a
statutory requirement to maintain sufficient liquidity to enable it to discharge its obligations as they fal
due. The Swedish FSA has issued regulations on liquidity (including FFFS 2010:7 and FFFS 2012:6,
as amended by FFFS 2014:2 and 2014:27). Serious or systematic deviations from such regulations
may lead to the Swedish FSA determining that the Issuer's business does not satisfy the statutory
soundness requirement for credit institutions and could result in the Swedish FSA imposing sanctions
against the Issuer, or as a last resort, withdrawal of license to operate as a credit institution.
Financing risks
Financing risk is the risk that the Issuer, in the event of financing maturity, does not successfully
refinance the maturity or only succeeds in borrowing at substantial y increased costs. The Issuer's
lending is to a large extent made on longer terms than the Issuer's funding. Therefore, the Issuer is
dependent on the ability to refinance borrowings upon their maturity.
Intercreditor agreement and subordination of the Issuer's claims against LF Hypotek
The Issuer and LF Hypotek have granted, and wil grant additional, loans to certain borrowers which
are secured by security granted to the Issuer and LF Hypotek jointly and/or on a first and second
ranking basis with respect to existing and/or future obligations of the borrowers (the Joint Collateral).
The Issuer and LF Hypotek have, in an intercreditor agreement, agreed that, unless otherwise agreed
in a specific case in relation to a certain borrower, LF Hypotek's claims in respect of the Joint
Col ateral (and any income from the realisation thereof) shal rank senior to the Issuer's claims in
respect thereof.
Liquidity facility agreement between the Issuer and LF Hypotek
The Issuer and LF Hypotek have entered into a liquidity facility agreement, pursuant to which the
Issuer makes available a committed liquidity loan facility to LF Hypotek to support its ability to repay
principal and pay interest on covered bonds issued under LF Hypotek's covered bonds programmes.
No access to equity capital markets
Since the Issuer is not a listed company, it does not have direct access to the equity capital markets,
and as a consequence, the Issuer is partly dependent upon its owner LFAB (as defined in
"Description of the Issuer" below) as a source for capital. If LFAB does not provide the Issuer with
capital to the extent the Issuer needs it, this can have a negative impact on the Issuer's business.
However, it may be noted that the Issuer has access to capital via the debt capital markets.
Counterparty risks
Counterparty risk is the risk of a counterparty being unable to fulfil its commitments to the Issuer,
which could lead to losses. The Issuer's counterparty risk relates to agreements with counterparties
for interest-rate and currency swaps. Failure to control these risks can result in a material adverse
effect on the Issuer's financial position.
Operational risks
Although identification, management and control of operational risks is a clear and integrated part of
the Issuer's business, deficiencies or errors in internal processes and control routines, human errors,
incorrect systems or external events that affect operations may occur. This could result in a material
adverse effect on the Issuer's financial position, business, the products and services it offers or its
assets.
Regulatory risks
The Issuer's business is subject to regulation and regulatory supervision. Any significant regulatory
developments could have a material effect on how the Issuer conducts its business and on the
Issuer's results of operations. The Issuer is subject to numerous financial services laws, regulations,
administrative actions and policies. Any significant changes to this regulatory framework could
8

Risk Factors
material y affect the Issuer's business, the products and services it offers or the value of its assets. In
the aftermath of the global economic crisis, many initiatives for regulatory changes have been taken.
Competition and the demand for the Issuer's products
Sweden has one of the most consolidated banking sectors in Europe. The Swedish banking market is
dominated by a few large banks and the Swedish residential mortgage market is dominated by a few
bank- owned and one government-owned mortgage institutions. In recent years, low interest rates,
low inflation, higher real estate prices and increased disposable income for the households have led
to a continued strong growth in demand for mortgage loans, especially in the residential mortgage
sector.
Increased competition and lower margins are future challenges for the mortgage institutions. Even
though the Issuer deems that it has a strong position to meet the increased competition, no guarantee
can be given that the increased competition may not have a negative impact on the Issuer's financial
performance. The demand for the Issuer's products is also dependent on the customers' forecasts for
the future, market rates and other factors that have an influence on the customers' financial situation.
Business risks
Business risks comprises strategic risk, earnings risk and reputation risk.
Strategic risk
Institutional changes and changes in basic market conditions may occur to the Issuer. The ability of
the Board of Directors and President to plan, organise, fol ow up on and control the operations and to
continuously monitor market conditions is important. Failure to do so may result in a material adverse
effect on the Issuer's financial position.
Earnings risk
Earnings risk is volatility in earnings that creates a risk of lower income due to an unexpected
decrease in income as a result of such factors as competition or volume reductions. Earnings risk is
associated with al of the Bank Group's products and portfolios. A considerable portion of the Bank
Group's business operations is mortgage lending. Mortgage lending has a low level of volatility.
Reputation risk
Reputation risk is the risk of a tarnished reputation among customers, owners, employees, authorities
and other parties resulting in reduced income. Failure to control credit risk, market risk, operational
risk and liquidity risk can result in material adverse effects on the Issuer's financial performance and
reputation. Reputation risk is difficult to assess, but could be substantial y damaging to the Issuer's
operations based on a well-established brand, if materialised.
RISKS RELATING TO THE NOTES
There is no active trading market for the Notes
Notes issued under the Programme will be new securities which may not be widely distributed and for
which there is currently no active trading market (unless in the case of any particular Tranche, such
Tranche is to be consolidated with and form a single series with a Tranche of Notes which is already
issued). If the Notes are traded after their initial issuance, they may trade at a discount to their initial
offering price, depending upon prevailing interest rates, the market for similar securities, general
economic conditions and the financial condition of the Issuer. Although application has been made for
the Notes other than Exempt Notes issued under the Programme to be admitted to listing on the
official list and trading on the Regulated Market of the Luxembourg Stock Exchange, there is no
assurance that such application wil be accepted, that any particular Tranche of Notes wil be so
admitted or that an active trading market wil develop. Accordingly, there is no assurance as to the
development or liquidity of any trading market for any particular Tranche of Notes.
The Notes may be redeemed prior to maturity
Unless in the case of any particular Tranche of Notes the relevant Final Terms or, in the case of
Exempt Notes, the relevant Pricing Supplement specifies otherwise, in the event that the Issuer would
9

Risk Factors
be obliged to increase the amounts payable in respect of any Notes due to any withholding or
deduction for or on account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed, levied, col ected, withheld or assessed by or on behalf of the
Kingdom of Sweden or any political subdivision thereof or any authority therein or thereof having
power to tax, the Issuer may redeem al outstanding Notes in accordance with the Conditions.
In addition, if in the case of any particular Tranche of Notes the relevant Final Terms or, in the case of
Exempt Notes, the relevant Pricing Supplement specify that the Notes are redeemable at the Issuer's
option in certain other circumstances the Issuer may choose to redeem the Notes at times when
prevailing interest rates may be relatively low. In such circumstances an investor may not be able to
reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that
of the relevant Notes.
Where Notes are subject to redemption at the option of the Issuer, holders of Notes do not have any
right to require the Issuer to exercise such optional redemption feature and should not invest in the
Notes in the expectation that any early redemption option would be exercised by the Issuer. In
addition, in the case of Subordinated Notes, in order to exercise any such option the Issuer must,
under currently applicable rules, obtain the prior consent of the Swedish FSA and there is no
guarantee that the exercise of any such early redemption option wil be permitted by the Swedish
FSA. See "Early Redemption of Subordinated Notes" and "Call options may not be exercised" below.
Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg,
investors will have to rely on their procedures for transfer, payment and communication with
the Issuer
Notes issued under the Programme may be represented by one or more Global Notes. Such Global
Notes will be deposited with a common depositary or common safekeeper, as applicable, for
Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the relevant
Global Note, investors will not be entitled to receive definitive Notes. Euroclear and Clearstream,
Luxembourg wil maintain records of the beneficial interests in the Global Notes. While the Notes are
represented by one or more Global Notes, investors will be able to trade their beneficial interests only
through Euroclear and Clearstream, Luxembourg.
While the Notes are represented by one or more Global Notes the Issuer will discharge its payment
obligations under the Notes by making payments to the common depositary or common service
provider, as applicable, for Euroclear and Clearstream, Luxembourg for distribution to their account
holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear
and Clearstream, Luxembourg to receive payments under the relevant Notes. The Issuer has no
responsibility or liability for the records relating to, or payments made in respect of, beneficial interests
in the Global Notes.
Holders of beneficial interests in the Global Notes wil not have a direct right to vote in respect of the
relevant Notes. Instead, such holders wil be permitted to act only to the extent that they are enabled
by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies.
The interest rate on Fixed Reset Notes will reset on each Reset Date, which can be expected to
affect interest payments on an investment in Fixed Reset Notes and could affect the market
value of Fixed Reset Notes
Fixed Reset Notes will initially bear interest at the Initial Interest Rate until (but excluding) the First
Reset Date. On the First Reset Date, the Second Reset Date (if applicable) and each Subsequent
Reset Date (if any) thereafter, the interest rate wil be reset to the sum of the applicable Mid-Swap
Rate and the Reset Margin as determined by the Issuing and Paying Agent on the relevant Reset
Determination Date (each such interest rate, a Subsequent Reset Rate). The Subsequent Reset
Rate for any Reset Period could be less than the Initial Interest Rate or the Subsequent Reset Rate
for prior Reset Periods and could affect the market value of an investment in the Fixed Reset Notes.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate,
or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this
will affect the secondary market and the market value of the Notes since the Issuer may be expected
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