Obligation SEBCO 9.25% ( XS0454821462 ) en EUR

SEBCO

100 % ⇌

Suede

XS0454821462 ( en EUR )

9.25% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation SEB XS0454821462 en EUR 9.25%, échue

1 000 EUR

500 000 000 EUR

SEB est un groupe français spécialisé dans les petits appareils électroménagers et les ustensiles de cuisine, commercialisant des marques telles que Tefal, Moulinex, Rowenta et Krups.

L'Obligation émise par SEBCO ( Suede ) , en EUR, avec le code ISIN XS0454821462, paye un coupon de 9.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 25th September, 2009

Skandinaviska Enskilda Banken AB (publ)
(Incorporated in the Kingdom of Sweden with limited liability)
Issue of 500,000,000 Fixed Rate Resettable Capital Contribution Notes
under the Global Programme for the Continuous Issuance of Medium Term Notes, Capital Contribution
Securities and Covered Bonds
Issue Price: 100.00 per cent.
The 500,000,000 Fixed Rate Resettable Capital Contribution Notes (the Notes) are being issued by Skandinaviska Enskilda Banken AB (publ)
(the Bank or SEB) as a series of securities under the Bank's Global Programme for the Continuous Issuance of Medium Term Notes, Capital
Contribution Securities and Covered Bonds. The Notes will bear interest from (and including) 1st October, 2009 (the Issue Date) to (but
excluding) 31st March, 2015 (the First Reset Date) at a fixed rate of 9.250 per cent. per annum. Thereafter, the Notes will bear interest at a
fixed rate, reset every five years, of 6.40 per cent. per annum above the then applying annual swap rate for euro swap transactions with a
maturity of five years determined in accordance with market convention. Interest on the Notes will be payable, subject to certain conditions
described herein, in arrear on 15th September in each year save that the last interest payment in respect of the period from and including the
Issue Date to (but excluding) the First Reset Date and in each Reset Period (as defined below) thereafter shall be paid on 31st March falling in
the final year of that period (each such date for the payment of interest being an Interest Payment Date). The first Interest Payment Date will
be 15th September, 2010, in respect of the period from (and including) the Issue Date to (but excluding) 15th September, 2010. The Notes will
be subordinated and available to meet any losses of the Bank, as described herein.
The Notes are perpetual securities and are not subject to any mandatory redemption provisions. Subject as provided herein and to the prior
approval of the Swedish Financial Supervisory Authority (the SFSA), the Notes may be redeemed at the option of the Bank in whole (but not in
part) (i) on the First Reset Date or any Interest Payment Date thereafter; or (ii) at any time for certain withholding tax reasons or upon the
occurrence of a Tax Event or a Capital Event or, subject as provided herein, an Accounting Event or a Rating Event (each as defined herein), in
each case at their principal amount, and in the manner, described herein. In addition, upon the occurrence of a Tax Event or a Capital Event or,
subject as provided herein, an Accounting Event or a Rating Event, the Notes may, at the option of the Bank at any time, be substituted for, or
their terms varied accordingly provided that they remain, Qualifying Tier 1 Securities (as defined herein).
This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC (the Prospectus Directive) and for the purpose of giving
information with regard to the Bank, the Bank and its subsidiaries taken as a whole (the Group), and the Notes which according to the
particular nature of the Bank and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses and prospects of the Bank and its subsidiaries and of the rights attaching to the Notes.
Application has been made to the Financial Services Authority in its capacity as competent authority (the UK Listing Authority) under the
Financial Services and Markets Act 2000 (FSMA) for the Notes to be admitted to the official list of the UK Listing Authority (the Official List)
and to the London Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on the London Stock Exchange's
regulated market (the EEA Regulated Market). The EEA Regulated Market is a regulated market for the purposes of Directive 2004/39/EC
(the Markets in Financial Instruments Directive).
Any person (an Investor) intending to acquire or acquiring any Notes from any person (an Offeror) should be aware that, in the context of any
offer to the public as defined in section 102B of the FSMA, the Bank may be responsible to the Investor for the Prospectus under section 90 of
the FSMA, only if the Bank has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the
Offeror is so authorised by the Bank. If the Offeror is not authorised by the Bank, the Investor should check with the Offeror whether anyone is
responsible for the Prospectus for the purposes of section 90 of the FSMA in the context of the offer to the public and, if so, who that person is.
If the Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice.
For a description of certain matters that prospective investors should consider, see "Risk Factors" herein.
The Notes will initially be represented by a temporary global Note (the Temporary Global Note), without interest coupons, which will be
deposited on or about the Issue Date with a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société
anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global Note
(the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, not earlier than 40
days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable
for definitive Notes only in certain limited circumstances.
This Prospectus has been approved as a prospectus by the UK Listing Authority for the purposes of the offering of the Notes pursuant to Article
3 of the Prospectus Directive. Application will be made for such approval of this Prospectus to be notified in accordance with Article 18 of the
Prospectus Directive to the competent authority in each of Ireland, Luxembourg, Portugal, Spain and Sweden (together with the United
Kingdom, each a Public Offer Jurisdiction) and this Prospectus will be published in accordance with Article 14 of the Prospectus Directive.
Accordingly, offers of Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in each Public Offer Jurisdiction
following such publication of this Prospectus provided that such offer is made in the period beginning on 1st October, 2009 and ending at 5:00
p.m. (London time) on 2nd October, 2009 and the notification referred to above has been made to the competent authority of the Public Offer
Jurisdiction. Except to the extent specified above, neither the Bank nor any Manager have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the Bank or any Manager to publish or supplement a prospectus for such offer.
See also "Terms and Conditions of the Offer" herein.
Lead Managers
BNP PARIBAS
CREDIT SUISSE
GOLDMAN SACHS
INTERNATIONAL
Co-Managers
BofA MERRILL LYNCH
SEB
UBS INVESTMENT BANK

The Bank accepts responsibility for the information contained in this document. To the best of the knowledge
of the Bank (which has taken all reasonable care to ensure that such is the case) the information contained in
this document is in accordance with the facts and does not omit anything likely to affect the import of such
information.
The previous paragraph should be read in conjunction with the 5th paragraph on the first page of this
Prospectus.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference" below).
The Bank has confirmed to BNP Paribas, Credit Suisse Securities (Europe) Limited and Goldman Sachs
International (together, the Lead Managers) and Merrill Lynch International, Skandinaviska Enskilda
Banken AB (publ) and UBS Limited (in their capacity as co-managers, the Co-Managers and, together with
the Lead Managers, the Managers) that this Prospectus is true and accurate in all material respects and not
misleading; that there are no other facts in relation to the information contained or incorporated by reference
herein the omission of which would, in the context of the issue of the Notes, make any statement herein
misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing.
The Bank has further confirmed to the Managers that this Prospectus contains all such information as
investors and their professional advisers would reasonably require, and reasonably expect to find, for the
purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses,
and prospects of the Bank and its subsidiaries and of the rights attaching to the Notes.
Subject as provided herein, the only persons authorised to use this Information Memorandum in connection
with an offer of Notes are the persons named herein as the Managers and the Authorised Offerors (as defined
herein).
An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and
sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other
arrangements in place between such Offeror and such Investor including as to price, allocations and
settlement arrangements. The Bank will not be a party to any such arrangements with Investors (other
than the Managers) in connection with the offer or sale of the Notes and, accordingly, this document
will not contain such information. Each Investor must look to the Offeror at the time of such offer for
the provision of such information. The Bank has no responsibility to any Investor in respect of such
information.
The Bank has not authorised the making or provision of any representation or information regarding the Bank
or the Notes other than as contained or incorporated by reference in this Prospectus, in the Subscription
Agreement dated 25th September, 2009 between the Bank and the Managers (the Subscription Agreement)
and in any other document prepared in connection with the Notes or as approved for such purpose by the
Bank. Any such representation or information should not be relied upon as having been authorised by the
Bank or the Managers.
To the fullest extent permitted by law, the Managers do not accept any responsibility for the contents of this
Prospectus. Each Manager accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any of the Notes shall, in any
circumstances, create any implication that there has been no adverse change in the financial situation of the
Bank since the date hereof.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may
be restricted by law. The Managers do not represent that this Prospectus may be lawfully distributed, or that
2

any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any applicable
laws and regulations. Persons into whose possession this Prospectus comes are required by the Bank and the
Managers to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of Notes and on the distribution of this Prospectus and other
offering materials relating to the Notes, see "Subscription and Sale" herein and in the Information
Memorandum (as defined under "Documents Incorporated by Reference"). In particular, the Notes have not
been and will not be registered under the United States Securities Act of 1933 (as amended) (the Securities
Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered, sold or delivered within the United States or to U.S. persons. This Prospectus 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.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes and should
not be considered as a recommendation by the Bank or the Managers that any recipient of this Prospectus
should subscribe for or purchase any securities. Each recipient of this Prospectus shall be taken to have made
its own investigation and appraisal of the condition (financial or otherwise) of the Bank.
All references in this Prospectus to SEK or Kronor are to the currency of the Kingdom of Sweden and to or
euro are to the currency of the member states of the European Union that have adopted the single currency in
accordance with the Treaty establishing the European Community, as amended.
In connection with the issue of the Notes, Goldman Sachs International (the Stabilising Manager) (or
persons acting on behalf of the Stabilising 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, there is no assurance that the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager) will undertake stabilisation action. Any stabilisation action 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 be ended at any time, but it must end no later than the earlier of 30 days after the issue
date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or
over-allotment must be conducted by the Stabilising Manager (or person(s) acting on behalf of the
Stabilising Manager) in accordance with all applicable laws and rules.
3

Table of Contents
SUMMARY ....................................................................................................................................................... 5
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 11
RISK FACTORS.............................................................................................................................................. 13
TERMS AND CONDITIONS OF THE NOTES............................................................................................. 17
FINAL TERMS................................................................................................................................................ 19
USE OF PROCEEDS....................................................................................................................................... 31
SUBSCRIPTION AND SALE......................................................................................................................... 32
GENERAL INFORMATION .......................................................................................................................... 33
TERMS AND CONDITIONS OF THE OFFER ............................................................................................. 36
4

SUMMARY
This summary must be read as an introduction to this Prospectus. Any decision to invest in the Notes should be
based on a consideration of this Prospectus as a whole, including the documents incorporated by reference.
Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the
European Economic Area (an EEA State) no civil liability will attach to the Bank in any such Member State in
respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when
read together with the other parts of this Prospectus. Where a claim relating to information contained in this
Prospectus is brought before a court in an EEA State, the plaintiff may, under the national legislation of the EEA
State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal
proceedings are initiated.
Issuer:
Skandinaviska Enskilda Banken AB (publ). SEB is the parent company of the SEB
Group. SEB is a North European financial group serving some 400,000 corporate
customers and institutions and five million private individuals. SEB offers universal
banking services in Sweden, Germany and the Baltic countries Estonia, Latvia and
Lithuania. It also has local presence in the other Nordic countries, Poland, Ukraine
and Russia and a global presence through its international network in major
financial centres. On 31st December, 2008 and 30th June, 2009, SEB had total
assets of SEK 2,511 billion and SEK 2,374 billion, respectively. As at 31st
December, 2008, SEB had more than 660 branch offices: 172 in Sweden, 61 in
Estonia, 63 in Latvia, 77 in Lithuania, 174 in Germany and 109 in Ukraine. More
than half of SEB's approximately 21,000 employees are located outside Sweden.

Headquartered in Sweden, and with extensive relationships with many of Sweden's
largest companies, institutions and affluent individuals, SEB has a leading role in
many of its markets. Within traditional banking activities, it is one of Sweden's
largest banking groups, with a share of the Swedish deposits from and lending to the
general public markets of approximately 20 per cent. and 15 per cent., respectively,
in 2008. In the Baltic countries, SEB had a combined market share of the deposit
and lending markets of 25 per cent. in 2008. Within a number of more sophisticated
areas, such as asset management and life insurance, SEB had higher market shares.

With SEK 1,201 billion and SEK 1,267 billion in assets under management as at
31st December, 2008 and 30th June, 2009, respectively, SEB is also one of the
largest asset managers in the Nordic area. SEB is one of the leading Nordic life
insurance groups in terms of technical reserves. In 2008 SEB had the largest market
share of life insurance in the form of new sales of unit-linked funds in the Swedish
market, with a market share of 24 per cent.

The Bank's share capital is divided into A and C shares. Each A share entitles the
holder to one vote and each C share entitles the holder to 1/10 vote. Each holder of
A Shares and C Shares is entitled to an equal share of any dividend approved at the
Bank's annual general meeting. The Bank had a market capitalisation of SEK 42
billion as at 31st December, 2008.
5

The following tables summarise the Group's income statements and balance sheets
and provide certain key ratios as at 31st December in each of 2008 and 2007. This
financial information was extracted without material adjustment from the audited
consolidated financial statements of the Bank prepared in accordance with
International Financial Reporting Standards (IFRS).

Income statements
As at/for the year
As at/for the year
ended 31st December,
ended 31st December,

SEKm
2008
2007

Net interest income
18,710 15,998

Net fee and commission income
15,254 17,051

Net financial income
2,970 3,239

Net life insurance income
2,375 2,933

Net other income
1,831 1,219

Total operating income
41,140
40,440

Staff costs
(16,241) (14,921)

Other expenses
(7,642) (6,919)

Depreciation, amortisation and impairment
of tangible and intangible assets
(1,524) (1,354)

Total operating expenses
(25,407)
(23,194)

Gains less losses from tangible and
intangible assets
6 788

Net credit losses including changes in value
of seized assets
(3,268) (1,016)

Operating profit
12,471
17,018

Income tax expense
(2,421) (3,376)

Net profit
10,050
13,642

Balance sheets

SEKm
2008 2007

Loans to credit institutions
266,363 263,012

Loans to the public
1,296,777 1,067,341

Financial assets at fair value
635,454 661,223

Available for sale financial assets
163,115 170,137

Other assets
148,993 182,749

Total assets
2,510,702
2,344,462

Deposits by credit institutions
429,425 421,348

Deposits and borrowing from the public
841,034 750,481

Liabilities to policyholders
211,070 225,916

Debt securities
525,219 510,564

Financial liabilities at fair value
295,533 216,390

Other liabilities
71,565 97,519

Provisions
1,897 1,536

Subordinated liabilities
51,230 43,989

Total equity
83,729 76,719

Total liabilities and equity
2,510,702
2,344,462

Key ratios
2008
2007

Return on equity, %
13.1 19.3

Basic earnings per share, SEK
14.66 19.97

Cost/income ratio
0.62 0.57

Credit loss level, %
0.30 0.11

Level of doubtful loans, %
0.35 0.18

Total capital ratio, incl net profit, %
10.6 11.0

Core capital ratio, incl net profit, %
8.4 8.6

The following tables summarise the Group's income statements and balance sheets
and provide certain key ratios as at and for the six months ended 30th June, 2009
6

and 30th June, 2008. This financial information was extracted without material
adjustment from the unaudited consolidated interim financial statements of the Bank
prepared in accordance with IFRS.

Income statements
As at/for the six
As at/for the six

months ended 30th June,
months ended 30th June,
SEKm
2009
2008

Net interest income
11,274 8,644

Net fee and commission income
7,017 7,710

Net financial income
2,604 1,000

Net life insurance income
1,808 1,355

Net other income
1,901 488

Total operating income
24,604
19,197

Staff costs
(8,653) (7,892)

Other expenses
(3,756) (3,854)

Depreciation of assets
(3,847) (726)

Total operating expenses
(16,256) (12,472)

Gains less losses from tangible and
intangible assets
25 4

Net credit provisions
(5,953) (812)

Operating profit
2,420
5,917

Income tax expense
(1,573) (1,261)

Net profit from continuing operations
847
4,656

Discontinued operations
10 1

Net profit
857
4,657

Balance sheets

SEKm
2009
2008

Cash and cash balances with central banks
97,866 27,557

Loans to credit institutions
213,245 219,111

Loans to the public
1,304,683 1,132,374

Financial assets at fair value
568,035 597,723

Available for sale financial assets
98,014 247,245

Held to maturity investments
1,845 2,266

Investments in associates
1,174 1,361

Tangible and intangible assets
27,900 26,234

Other assets
60,736 50,278

Total assets
2,373,518
2,304,149

Deposits by credit institutions
405,699 397,601

Deposits and borrowing from the public
823,359 757,904

Liabilities to policyholders
227,401 211,938

Debt securities
488,951 506,564

Financial liabilities at fair value
211,978 229,285

Other liabilities
72,220 83,129

Provisions
1,822 1,265

Subordinated liabilities
43,287 41,664

Total equity
98,801 74,799

Total liabilities and equity
2,373,518
2,304,149

Key ratios (unaudited)
2009 2008

Return on equity, %
1.8 12.4

Basic earnings per share, SEK
0.67 6.80

Cost/income ratio
0.66 0.65

Net credit provision level, %
0.89 0.15

Net level of impaired loans, %
0.64 0.21

Total capital ratio, incl net profit, % (Basel
II) 13.81
10.77

Tier 1 capital ratio, incl net profit % (Basel
II) 12.15
8.64
7

For further information on the financial results of SEB, please see the audited
consolidated and non-consolidated financial statements of SEB contained in the
Annual Reports for 2007 and 2008, incorporated by reference into this Prospectus.
Risk Factors:
There are certain factors that may affect SEB's ability to fulfil its obligations under
the Notes. These are described in detail under "Risk Factors" in the Information
Memorandum and include: (i) the risk that SEB's results can be adversely affected
by general economic and other business conditions, (ii) the risk that the substantial
competitive pressures which SEB faces could adversely affect its results of
operations, (iii) the risk that regulatory change or enforcement initiatives could
adversely affect SEB's business, (iv) certain risks relating to the Swedish
government support programme including that the Swedish government has, under
certain circumstances, the right to compulsorily acquire the shares of a Swedish
credit institution to support the stability of the national financial system and (v) a
range of standard banking and life insurance risks including changes in interest and
foreign exchange rates and operational, credit, market and liquidity risk, any of
which, if not properly managed, could adversely affect SEB's business and results
of operations. In addition there are certain factors that are material for the purpose
of assessing the market risks associated with the Notes, including the fact that (i) the
Notes are deeply subordinated obligations of the Bank and may be utilised in
meeting losses of the bank such that the principal amount of Notes held by each
holder may be reduced to zero and (ii) the Bank is entitled for any reason to cancel
any scheduled payment of interest (other than certain mandatory payments of
interest) in respect of the Notes and any such cancelled payment will be lost.
The Notes:
Currency and Issue Price
The Notes are denominated in euro and will be issued at 100.00 per cent. of their
principal amount.

Status and subordination
The Notes will constitute Capital Contribution Securities. As such, the Notes will
constitute unsecured, subordinated obligations of the Bank and, in the event of the
liquidation or bankruptcy of the Bank, claims in respect of the Notes shall rank
ahead of claims of the Bank's shareholders but behind the claims of depositors and
the holders of all classes of debt securities other than certain equivalent securities
issued by the Bank.
Capital conversion
The shareholders of the Bank may decide that the principal amount of the Notes be
utilised in meeting losses of the Bank by writing down the principal amount by the
amount which the shareholders of the Bank, in their absolute discretion, determine
is required by the Bank either (x) to avoid liquidation (a Liquidation Avoidance
Conversion) or (y) to avoid or, as appropriate, remedy any breach (a Regulatory
Breach Avoidance Conversion) of Applicable Banking Regulations by the Bank or
the Financial Group (as that term is defined under Swedish law) and converting
such amount into a conditional capital contribution. In such a case, interest will
cease to accrue on the amount of Notes so utilised unless and until they are
reinstated as debt in accordance with the conditions of the Notes. Any such
utilisation shall not constitute an Event of Default under the terms of the Notes.
Applicable Banking Regulations essentially means at any time the capital
adequacy regulations then in effect in Sweden including those of the SFSA.
SFSA means the Swedish Financial Supervisory Authority.
8

Interest
The Notes will bear interest at a fixed rate payable annually in arrear on 15th
September in each year save that the last interest payment in respect of the period
from (and including) the Issue Date to (but excluding) the First Reset Date and in
each Reset Period (as defined below) thereafter shall be paid on 31st March falling
in the final year of that period (each such date for the payment of interest being an
Interest Payment Date), which rate will be reset on 31st March, 2015 (the First
Reset Date) and every five years thereafter (each a Reset Date) by reference to
the then applying annual swap rate for euro swap transactions with a maturity of
five years. The first Interest Payment Date will be 15th September, 2010, in respect
of the period from (and including) the Issue Date to (but excluding) 15th September,
2010 and the last Interest Payment Date in respect of the period from and including
the Issue Date to (but excluding) the First Reset Date shall be 31st March, 2015.
The first Interest Payment Date in respect of each subsequent Reset Period shall be
the 15th September immediately following the last (or first) Reset Date and the last
Interest Payment Date in respect of such Reset Period shall be the 31st March
falling in the final year of such Reset Period.
Cancellation of interest payment
The Bank may elect to cancel any payment of interest other than (subject as
provided in the next paragraph) a Mandatory Interest Payment. Any interest
payment not made as a result of such election will be lost and will not cumulate.
To the extent that (i) the Bank has insufficient accumulated Available Distributable
Funds to pay interest on the Notes and certain other amounts owing by the Bank or
(ii) the Bank is in breach of Applicable Banking Regulations unless the Bank is,
notwithstanding such breach, required by the SFSA to pay interest, the Bank will,
subject to the right above to cancel all such payments on the Notes, make partial or
no payment of the interest due on the Notes. If the Bank makes partial payment of,
or does not pay, accrued interest, the right of holders of Notes to receive accrued but
unpaid interest in respect of any such Interest Period will be lost.
Any payment of interest (or part thereof) required not to be paid by reason of the
preceding paragraph is referred to as a Compulsory Cancellation Interest
Payment.
Available Distributable Funds of the Bank essentially means that amount which,
under the laws of the Kingdom of Sweden from time to time in force, is available as
of the end of any fiscal year to be distributed by the Bank to its shareholders.
A Mandatory Interest Payment essentially means a payment of interest (to the
extent it is not a Compulsory Cancellation Interest Payment):
(i) in respect of which on the relevant Interest Payment Date the Notes would
cease to be eligible to qualify (save in certain limited circumstances) as
regulatory capital for the Bank under Applicable Banking Regulations; or
(ii) in circumstances where the Bank has paid any dividend to its shareholders
(except in certain limited circumstances) or made any other payment in respect
of its share capital or certain other securities (Parity Securities) or acquired
any share capital or Parity Securities, in all cases since the date falling six
months prior to such Interest Payment Date, provided that this paragraph (ii)
shall not apply to the extent that it is inconsistent with Applicable Banking
Regulations.
Redemption, variation and substitution
The Notes have no fixed maturity date but may be redeemed at the option of the
Bank in whole (but not in part) (i) on the First Reset Date or any Interest Payment
9

Date thereafter; or (ii) at any time for certain withholding tax reasons or upon the
occurrence of a Tax Event or a Capital Event or, subject as provided herein, an
Accounting Event or a Rating Event, in each case at their principal amount. In
addition, upon the occurrence of a Tax Event or a Capital Event or, subject as
provided herein, an Accounting Event or a Rating Event, the Notes may, at the
option of the Bank at any time, be substituted for, or their terms varied
accordingly provided that they remain, Qualifying Tier 1 Securities.
For these purposes:
Accounting Event essentially means that the Bank has been advised that either (i)
the obligations in respect of the Notes must not or must no longer be recorded as
liabilities in the Bank's consolidated financial statements and such categorisation
cannot be avoided by the Bank taking reasonable measures available to it, or (ii)
after the Notes being requalified as equity, the Notes are, for any reason that is not
under the control of the Bank, again to be recorded as liabilities in the Bank's
consolidated financial statements;
Capital Event essentially means the determination by the Bank, after consultation
with the SFSA, that the Notes are not eligible for inclusion in the Tier 1 capital (as
defined under Applicable Banking Regulations) of the Bank;
Qualifying Tier 1 Securities essentially means securities issued directly or
indirectly by the Bank that:
(i) have terms not materially less favourable to a holder of the Notes than the
terms of the Notes, provided that they shall (1) include a ranking at least
equal to that of the Notes, (2) have the same interest rate and Interest
Payment Dates as those from time to time applying to the Notes, (3) have
the same redemption rights as the Notes, (4) comply with the then current
requirements of the SFSA in relation to Tier 1 capital, and (5) preserve any
existing rights under the Notes to any accrued interest which has not been
paid in respect of the period from (and including) the Interest Payment Date
last preceding the date of substitution or variation; and
(ii) are listed on the London Stock Exchange, the Luxembourg Stock Exchange
or another recognised stock exchange;
Rating Event essentially means a change in the credit criteria used by an
appropriate rating organisation for securities such as the Notes which results in a
lower equity credit being given to the Notes than that which would have been
assigned to the Notes by such organisation as of the date of such changes; and
Tax Event essentially means that as a result of a change in law or interpretation
of law there is more than an insubstantial risk that the Bank will be subject to more
than a de minimis amount of tax or other charges resulting from the issue of the
Notes.

Listing and trading
Application has been made to the Financial Services Authority in its capacity as
competent authority under the Financial Services and Markets Act 2000 for the
Notes to be admitted to the official list of the UK Listing Authority and to the
London Stock Exchange plc for the Notes to be admitted to trading on the London
Stock Exchange plc's regulated market.
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