Obbligazione Svedbank 5.625% ( XS2046625765 ) in USD

Svedbank

100 USD ⇌

Svezia

XS2046625765 ( in USD )

5.625% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Swedbank XS2046625765 en USD 5.625%, scadenza perpetue

200 000 USD

500 000 000 USD

17/03/2026 ( In 138 giorni )

Swedbank è una banca nordica che opera principalmente in Svezia, ma anche in Lettonia, Lituania ed Estonia, offrendo servizi bancari a privati, aziende e istituzioni.

The Obbligazione issued by Svedbank ( Sweden ) , in USD, with the ISIN code XS2046625765, pays a coupon of 5.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue

IMPORTANT NOTICE
IMPORTANT: You must read the following before continuing. The following applies to the Offering Circular following this
page (the "Offering Circular"), and you are therefore required to read this carefully before reading, accessing or making any
other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and
conditions, including any modifications to them any time you receive any information from us as a result of such access.
THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND
MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE OFFERING CIRCULAR MAY ONLY BE
DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION. THE SECURITIES DESCRIBED IN THE OFFERING
CIRCULAR HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS.

THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR ARE NOT INTENDED TO BE SOLD AND SHOULD NOT
BE SOLD TO RETAIL CLIENTS IN THE EUROPEAN ECONOMIC AREA, AS DEFINED IN DIRECTIVE 2014/65/EU (AS
AMENDED).
INVESTORS IN HONG KONG SHOULD NOT PURCHASE THE NOTES IN THE PRIMARY OR SECONDARY MARKETS
UNLESS THEY ARE PROFESSIONAL INVESTORS (AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE
(CAP. 571, LAWS OF HONG KONG) AND ITS SUBSIDIARY LEGISLATION) ONLY AND UNDERSTAND THE RISKS
INVOLVED. THE NOTES ARE GENERALLY NOT SUITABLE FOR RETAIL INVESTORS.
PROSPECTIVE INVESTORS ARE REFERRED TO THE SECTION HEADED "RESTRICTIONS ON MARKETING AND
SALES TO RETAIL INVESTORS" IN THE OFFERING CIRCULAR FOR FURTHER INFORMATION.
Confirmation of your Representation: In order to be eligible to view the Offering Circular or make an investment decision with
respect to the securities described in the Offering Circular, you must be a person other than a U.S. person (within the meaning
of Regulation S under the Securities Act) who is outside the United States.
By accepting the email and accessing the Offering Circular, you shall be deemed to have represented to each of Barclays
Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Merrill Lynch International, Swedbank AB (publ) (in its capacity as
a joint lead manager) and UBS Europe SE (together, the "Joint Lead Managers") that you are not, and that any customer
represented by you is not, a U.S. person; the electronic mail address that you have given to us and to which this email has
been delivered is not located in the U.S., its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia;
and that you consent to delivery of the Offering Circular by electronic transmission.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose
possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorised to, deliver the Offering Circular to any other person.
Any materials relating to the potential offering do not constitute, and may not be used in connection with, an offer or solicitation
in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the potential offering be made
by a licensed broker or dealer and any Joint Lead Manager or any affiliate of any Joint Lead Manager is a licensed broker or
dealer in that jurisdiction, any offering shall be deemed to be made by the relevant Joint Lead Manager or such affiliate on
behalf of Swedbank AB (publ) in such jurisdiction.
Under no circumstances shal the Offering Circular constitute an offer to sell or the solicitation of an offer to buy any securities
in any jurisdiction. Recipients of the Offering Circular who intend to subscribe for or purchase the securities are reminded that
any subscription or purchase may only be made on the basis of the information contained in the final Offering Circular. The
Offering Circular may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the
Financial Services and Markets Act 2000 does not apply.
The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of the Joint Lead
Managers, any person who controls any of them, or any of their respective directors, officers, employees, agents or affiliates

accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in
electronic format and the hard copy version available to you on request from any of the Joint Lead Managers.

Swedbank AB (publ)
(Incorporated with limited liability in the Kingdom of Sweden)
U.S.$500,000,000 Fixed Rate Reset Additional Tier 1 Convertible Notes
The U.S.$500,000,000 Fixed Rate Reset Additional Tier 1 Convertible Notes (the "Notes") wil be issued by Swedbank AB (publ) (the
"Issuer"). Subject as provided in "Terms and Conditions of the Notes", the Notes wil constitute direct, unsecured and subordinated debt
obligations of the Issuer, as described in Condition 2 (Status) in "Terms and Conditions of the Notes".
The Notes wil bear interest, payable semi-annually in arrear on 17 September and 17 March in each year (each, an "Interest Payment Date"),
from (and including) 29 August 2019 (the "Issue Date") to (but excluding) 17 September 2024 (the "First Call Date") at the rate of 5.625 per
cent. per annum. There wil be a long first Interest Period. The first payment of interest wil be made on 17 March 2020 in respect of the period
from (and including) the Issue Date to (but excluding) such Interest Payment Date. The rate of interest wil reset on the First Call Date and on
each Reset Date (as defined in Condition 19 (Interpretation) in "Terms and Conditions of the Notes"). See Condition 3 (Interest) in "Terms and
Conditions of the Notes".
Interest on the Notes is due and payable only at the sole and absolute discretion of the Issuer, and the Issuer shall have sole and absolute
discretion at all times to cancel (in whole or in part) any interest payment that would otherwise be due and payable on any Interest Payment
Date. Interest may also be deemed to have been so cancelled in certain circumstances and the Issuer wil also be obliged to cancel interest in
certain circumstances. See Condition 4 (Interest Cancellation) in "Terms and Conditions of the Notes".
The Notes are perpetual securities and have no fixed date for redemption and holders of the Notes ("Noteholders") do not have the right to call
for their redemption. Subject as provided herein, the Issuer may, at its option, redeem the Notes, in whole but not in part, on the First Call
Date or on any Reset Date thereafter at their principal amount, together with accrued but unpaid interest (which excludes any interest
cancelled or deemed cancelled). Subject as provided herein, the Issuer may also, at its option, redeem the Notes, in whole but not in part, at
any time at their principal amount, together with accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled)
upon the occurrence of a Tax Event or Capital Event (each as defined in Condition 19 (Interpretation) in "Terms and Conditions of the Notes").
Any such redemption is subject to certain conditions. See Condition 6 (Redemption and Purchase) in "Terms and Conditions of the Notes". If
at any time a Capital Event or a Tax Event occurs or in order to ensure the effectiveness and enforceability of Condition 18(f), the Issuer may
either substitute all (but not some only) of the Notes or vary the terms of the Notes accordingly, without any requirement for the consent or
approval of the Noteholders, so that they remain or become Qualifying Additional Tier 1 Securities (as defined in Condition 19 (Interpretation)
in "Terms and Conditions of the Notes"). See Condition 15 (Substitution or Variation instead of Redemption).
If the CET1 Ratio (as defined in Condition 19 (Interpretation) in "Terms and Conditions of the Notes") of either the Issuer or the
Group (as defined in Condition 19 (Interpretation) in "Terms and Conditions of the Notes") falls below 5.125 per cent. or 8.00 per
cent. respectively (a "Trigger Event"), the Notes will be automatically converted into Conversion Shares at the Conversion Price
(each as defined in Condition 19 (Interpretation) in "Terms and Conditions of the Notes"). See Condition 5 (Loss Absorption
Mechanism) in "Terms and Conditions of the Notes".
This Offering Circular does not comprise a prospectus for the purposes of Regulation (EU) 2017/1129.
Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Notes to be admitted to the
Official List and trading on the Global Exchange Market of Euronext Dublin. This Offering Circular constitutes listing particulars for the purpose
of such application and has been approved by Euronext Dublin.
The Notes wil be subject to Swedish Statutory Loss Absorption Powers (as defined below), as described in "Terms and Conditions of the
Notes Governing Law and Jurisdiction; Acknowledgement of Swedish Statutory Loss Absorption Powers".
The Notes are not intended to be sold and should not be sold to retail clients (as defined in Directive 2014/65/EU (as amended)
("MiFID II")) in the European Economic Area ("EEA").
Investors in Hong Kong should not purchase the Notes in the primary or secondary markets unless they are professional investors
(as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and its subsidiary legislation, "Professional
Investors") only and understand the risks involved. The Notes are generally not suitable for retail investors.
Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail investors" on page 3 of this
Offering Circular for further information.
The Notes and any Conversion Shares to be delivered following the occurrence of a Trigger Event have not been and wil not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act") and the Notes are subject to U.S. tax law requirements. Subject to
certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.
persons. The Notes are being offered and sold outside the United States to persons other than U.S. persons in reliance on Regulation S
("Regulation S") under the Securities Act. For a description of certain restrictions on offers, sales and deliveries of the Notes and on the
distribution of this Offering Circular and other offering material relating to the Notes, see "Subscription and Sale".
The Notes are expected to be rated BBB by S&P Global Markets Europe Limited ("S&P"), BBB by Fitch Ratings Ltd. ("Fitch") and Ba1 by
Moody's Investors Service (Nordics) AB ("Moody's"). Each of S&P, Fitch and Moody's is established in the European Union (the "EU") and is
registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in the list of credit rating agencies
registered in accordance with the CRA Regulation as of the date of this Offering Circular. This list is available on the European Securities and
Markets Authority's website at www.esma.europa.eu/page/List-registered-and-certified-CRAs. A rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Notes wil initially be in the form of a temporary global note (the "Temporary Global Note"), without interest coupons ("Coupons"), which
wil be deposited on or around the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking
S.A. ("Clearstream, Luxembourg"). Interests in the Temporary Global Note wil be exchangeable for interests in a permanent global note (the
"Permanent Global Note" and, together with the Temporary Global Note, the "Global Notes"), without Coupons, on or after 8 October 2019
(the "Exchange Date"), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note wil be exchangeable for
Notes in definitive form ("Definitive Notes") only in certain limited circumstances in accordance with the terms of the Permanent Global Note.

1

Definitive Notes wil have attached Coupons and, if necessary, talons ("Talons") for further Coupons - see "Summary of Provisions Relating to
the Notes while in Global Form".
The Notes are complex and high risk. There are risks inherent in the holding of the Notes, including the risks in relation to their
subordination, the circumstances in which the Notes may be written down or converted to ordinary shares and the implications on
Noteholders (such as a substantial loss), the circumstances in which Noteholders may suffer loss as a result of holding the Notes
are difficult to predict and the quantum of any loss incurred by investors in the Notes in such circumstances is also highly
uncertain. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their
exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own circumstances and
financial condition. For a discussion of these risks see "Risk Factors" below.

Sole Structuring Adviser
BofA Merrill Lynch
Joint Lead Managers

Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Swedbank
UBS Investment Bank
The date of this Offering Circular is 27 August 2019

2

IMPORTANT NOTICES
Restrictions on marketing and sales to retail investors
The Notes discussed in this Offering Circular are complex financial instruments with high risk and are not a
suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes to retail
investors.
In particular, in June 2015, the United Kingdom Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 which took effect
on 1 October 2015 (the "PI Instrument"). In addition, (i) on 1 January 2018, the provisions of Regulation (EU)
No. 1286/2014 on key information documents for packaged and retail and insurance-based investment
products (as amended) (the "PRIIPs Regulation") became directly applicable in all EEA member states and (ii)
MiFID II was required to be implemented in EEA member states by 3 January 2018. Together, the PI
Instrument, the PRIIPs Regulation and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacturing and distribution of financial
instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Notes.
In addition, in October 2018, the Hong Kong Monetary Authority (the "HKMA") issued guidance on enhanced
investor protection measures on the sale and distribution of debt instruments with loss-absorption features
(such as the Notes) and related products (the "HKMA Circular"). Under the HKMA Circular, debt instruments
with loss absorption features, being subject to the risk of being written-down or converted to ordinary shares,
and investment products that invest mainly in, or whose returns are closely linked to the performance of such
instruments (together, "Loss Absorption Products"), are to be targeted in Hong Kong at Professional Investors
only and are generally not suitable for retail investors in either the primary or secondary markets.
Potential investors should inform themselves of, and comply with, any applicable laws, regulations or regulatory
guidance with respect to any resale of the Notes (or any beneficial interests therein), including the Regulations
and the HKMA Circular.
The Issuer and each of Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Merrill Lynch
International, Swedbank AB (publ) (in its capacity as a joint lead manager) and UBS Europe SE (together, the
"Joint Lead Managers") are required to comply with some or all of the Regulations and/or the HKMA Circular. In
addition, by purchasing, or making or accepting an offer to purchase, any Notes from the Issuer and/or any of
the Joint Lead Managers, each prospective investor in relation to the Notes represents, warrants, agrees with
and undertakes to the Issuer and each of the Joint Lead Managers that:
(i)
it is not a retail client (as defined in MiFID II);
(ii)
if it is in Hong Kong, it is a Professional Investor;
(iii)
whether or not it is subject to the Regulations or the HKMA Circular, it will not:
(a)
sell or offer the Notes (or any beneficial interests therein) to retail clients (as defined in MiFID II)
(including, without limitation, retail investors in Hong Kong); or
(b)
communicate (including the distribution of this Offering Circular) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated in such a way that
it is likely to be received by a retail client (as defined in MiFID II) (including, for the avoidance of
doubt, any customer in Hong Kong who is not a Professional Investor). In selling or offering the
Notes (or any beneficial interests therein) or making or approving communications relating to

3

the Notes (or any beneficial interests therein), it may not rely on the limited exemptions set out
in the PI Instrument; and
(iv)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA or Hong Kong) relating to the promotion, offering, distribution and/or sale of the
Notes, including (without limitation) MiFID II and the HKMA Circular and any other applicable laws,
regulations and regulatory guidance relating to determining the appropriateness and/or suitability of
an investment in the Notes (or any beneficial interests therein) by investors in any relevant
jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Joint Lead
Managers the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
Each prospective investor further acknowledges that:
(i)
the identified target market for the Notes (for the purposes of the product governance obligations in
MiFID II) is eligible counterparties and professional clients; and
(ii)
no key information document (KID) under the PRIIPs Regulation has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.
Prohibition of sales to EEA retail investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by 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
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
MiFID II product governance / professional investors and eligible counterparties only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
Prohibition of sales and distributions to Hong Kong retail investors
The Notes are intended to be offered, sold, distributed or otherwise made available in Hong Kong to
Professional Investors only in the primary and secondary markets and are generally not suitable for retail
investors.

4

Product Classification Pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of
Singapore (as modified or amended from time to time, the "SFA")
The Issuer has determined and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA)
that all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Canada
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Offering Circular (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal adviser.

5

Other important information
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), the information
contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the
import of such information. References herein to this "Offering Circular" are to this document, including the
documents incorporated by reference.
This Offering Circular contains information sourced from third parties including Statistics Sweden, Nasdaq
Stockholm, the Estonian Central Bank, the Association of Commercial Banks of Latvia, the Financial and
Capital Market Commission (Latvia) and the Association of Lithuanian Banks where indicated with references
to third party sources herein. 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 such sources, no facts have
been omitted which would render the reproduced information inaccurate or misleading.
This Offering Circular is to be read in conjunction with any amendment or supplement hereto and all information
which is deemed to be incorporated herein by reference (see "Information Incorporated by Reference"). This
Offering Circular shall be read and construed on the basis that such information is incorporated and forms part
of this Offering Circular.
The Issuer has not authorised the making or provision of any representation or information regarding the Issuer
or the Notes other than as contained or incorporated by reference in this Offering Circular or in any other
document prepared in connection with the Offering Circular or the Notes approved for such purpose by the
Issuer. Any such representation or information should not be relied upon as having been authorised by the
Issuer, any of the Joint Lead Managers or the Fiscal Agent (as defined under "Terms and Conditions of the
Notes").
None of this Offering Circular, any financial statements and any other information supplied in connection with
the Notes is intended to provide the basis of any credit or other evaluation of the Issuer. This Offering Circular
does not constitute an offer or an invitation to subscribe for or purchase the Notes and should not be
considered as a recommendation by the Issuer, the Joint Lead Managers or any of them that any recipient of
this Offering Circular should subscribe for or purchase the Notes. Each recipient of this Offering Circular shall
be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
This Offering Circular is to be used by the recipient hereof solely in connection with evaluating an investment in
the Notes and for no other purpose. Copies of this Offering Circular and any related offering documents must
not be mailed or otherwise distributed or transmitted in or into the United States.
Neither the delivery of this Offering Circular, nor the offering, sale or delivery of the Notes shall, in any
circumstances, create any implication that there has been no adverse change in the financial situation of the
Issuer since the date hereof or, as the case may be, the date upon which this Offering Circular has been most
recently amended or supplemented. No representation or warranty is made or implied by the Joint Lead
Managers or any of their respective affiliates or the Fiscal Agent, and neither the Joint Lead Managers nor any
of their respective affiliates nor the Fiscal Agent makes any representation or warranty or accepts any
responsibility, as to the accuracy or completeness of the information contained or incorporated in this Offering
Circular or any other information provided by the Issuer in connection with the issue of the Notes.
Neither the Issuer nor any of the Joint Lead Managers nor the Fiscal Agent represents that this Offering
Circular may be lawfully distributed, or that the Notes may be offered, in compliance with any applicable
registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or
assumes any responsibility for facilitating any such distribution or offering. The distribution of this Offering
Circular and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Issuer and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. For a description of certain

6

restrictions on offers, sales and deliveries of the Notes and on the distribution of this Offering Circular and other
offering material relating to the Notes, see "Subscription and Sale". This Offering Circular may not be used for
the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such an offer or solicitation.
The Notes are complex and high risk. The Notes may not be a suitable investment for all investors. Each
potential investor of the Notes must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor should consider, either on its own or with the help of its financial and other
professional advisors, whether it:
(a)
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 Offering Circular or any applicable supplement to this Offering Circular
including, but not limited to, any taxation issues related to purchasing and/or holding the Notes;
(b)
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 such investment will
have on its overall investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal or interest payments, i.e. U.S. dollars, is
different from the currency in which such potential investor's financial activities are principally
denominated;
(d)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(e)
is able to evaluate (either alone or with the help of a financial adviser) 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 (i) the Notes are
legal investments for it, (ii) the Notes can be used as collateral for various types of borrowing and (iii) 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 the Notes under any applicable
risk-based capital or similar rules.
In this Offering Circular, references to websites or uniform resource locators ("URLs") are inactive textual
references and are included for information purposes only. The contents of any such website or URL shall not
form part of, or be deemed to be incorporated into, this Offering Circular.
All references in this Offering Circular to "EUR", "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, references to "U.S. dollars", "USD", "U.S.$" and "$" refer to United States
dollars and references to "SEK" or "Krona" refer to Swedish Krona.

7

TABLE OF CONTENTS
1
Overview of the Notes .......................................................................................................................... 9
2
Risk Factors ........................................................................................................................................ 14
3
Information Incorporated by Reference .............................................................................................. 50
4
Terms and Conditions ......................................................................................................................... 52
5
Use of Proceeds ................................................................................................................................. 82
6
Summary of Provisions Relating to the Notes while in Global Form .................................................. 83
7
Swedbank ........................................................................................................................................... 86
8
Risk Management ............................................................................................................................... 94
9
Capital Management ......................................................................................................................... 100
10
Market Information ............................................................................................................................ 108
11
Description of the Shares ................................................................................................................. 109
12
Taxation ............................................................................................................................................ 114
13
Subscription and Sale ....................................................................................................................... 116
14
General Information .......................................................................................................................... 120

----------------------------------------------------------------
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, MERRILL LYNCH INTERNATIONAL AS THE
STABILISATION MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISATION MANAGER)
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 OR
OVER-ALLOTMENT MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE 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
AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION
OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION MANAGER (OR PERSONS
ACTING ON BEHALF OF THE STABILISATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES.

8