Obligation Lansförsäkringar Banken 4.13% ( XS0963664346 ) en NOK

Société émettrice Lansförsäkringar Banken
Prix sur le marché 100 %  ⇌ 
Pays  Suede
Code ISIN  XS0963664346 ( en NOK )
Coupon 4.13% par an ( paiement annuel )
Echéance 23/08/2023 - Obligation échue



Prospectus brochure de l'obligation Lansforsakringar Bank XS0963664346 en NOK 4.13%, échue


Montant Minimal 1 000 000 NOK
Montant de l'émission 400 000 000 NOK
Description détaillée Länsförsäkringar Bank est une banque suédoise appartenant au groupe Länsförsäkringar, offrant une gamme de services bancaires aux particuliers et aux entreprises, notamment des comptes courants, des prêts, des placements et des services de gestion de patrimoine, axés sur une approche locale et durable.

L'Obligation émise par Lansförsäkringar Banken ( Suede ) , en NOK, avec le code ISIN XS0963664346, paye un coupon de 4.13% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/08/2023







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 all 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) shall 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 will 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 will 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 will) be deposited on the issue date with a common depositary or, as the case may be, a common safekeeper on behalf of Euroclear
Bank S.A./N.V. (Euroclear) and Clearstream Banking, sociêté anonyme (Clearstream, Luxembourg). The provisions governing the exchange
of interests in Global Notes for other Global Notes and definitive Notes are described in "Summary 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 will
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") will be rated A by Standard & Poor's Credit Market Services Europe Limited (Standard & Poor's) and
A3 by Moody's Investors Service Limited (Moody's). 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. 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 will (other than in the case of Exempt Notes, as defined above) be set out in a final
terms document (the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg
Stock Exchange will 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
Nordea
SEB
Swedbank
The Royal Bank of Scotland
UBS Investment Bank
The date of this Base Prospectus is 28 June 2013


IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the
amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a
relevant Member State of the European Economic Area) (the Prospectus Directive). The Issuer accepts
responsibility for the information contained in this Base Prospectus and the Final Terms 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 will 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) named as the stabilising manager(s)
(the Stabilising Manager(s)) (or persons acting on behalf of any Stabilising Manager(s)) 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(s) (or persons acting on
behalf of a Stabilising Manager) will undertake stabilisation action. 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 be ended at any time, but it must end no later than the earlier of 30 days after the
2


issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons
acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
The Notes may not be a suitable investment for all 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 overall
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 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.
3


Table of Contents
Page
Page
Risk Factors ...........................................................
5
Comments on Certain Aspects of Swedish Law......
66
Overview of the Programme...................................
13
Use of Proceeds ......................................................
67
Documents Incorporated by Reference...................
17
Description of the Issuer.........................................
68
Applicable Final Terms ...........................................
19
Taxation.................................................................
76
Applicable Pricing Supplement ...............................
27
Subscription and Sale .............................................
80
Terms and Conditions of the Notes........................
36
General Information...............................................
83
Summary of Provisions Relating to the Notes
while in Global Form .............................................
61
4


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 challenging side are high tax rates and rigidities in labour and product markets.
Although Sweden has an ageing population, the pension system reforms will 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 share prices will 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 potential risk of 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 collateral (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 Bank Group's core and main businesses is residential mortgage lending to Swedish borrowers. The
business risk principally 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 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.
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. Significant risks that the Issuer is exposed to are credit risks,
5


Risk Factors
market risks, liquidity risks, counterparty risks, operational risks, regulatory risks, competition and business
risks (see below). Failure to control these risks can result in a material adverse effect on the Issuer's financial
position.
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 volatility 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. During the financial crisis in 2007 to
2009, the global financial system experienced severe credit and liquidity conditions and disruptions leading
to a reduction in liquidity, greater volatility, general widening of spreads and, in some cases, lack of price
transparency in money and capital markets interest rates. During 2012, in addition to the high sovereign
budget deficits and debt in Greece, Ireland, and Portugal, the European economy subsequently weakened and
the status of government finances in mainly Spain and Italy declined, causing attention to once again be
directed to the serious fiscal, monetary and political challenges faced by Europe. Despite rescue packages
provided to certain of the aforementioned countries during the past three years, uncertainty over the outcome
of these measures and worries about sovereign finances and the stability of the euro area have continued to
persist, not least when considering the downgraded credit ratings of several EU countries, and have resulted
in further volatility in the global credit and liquidity markets. Market concerns over exposure of European
banks and insurers to these countries as well as to each other have also resulted in a widening of credit
spreads, increased costs of funding and negative credit ratings outlook for some European financial
institutions. 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.
Liquidity and financing 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. 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 substantially 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.
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.
6


Risk Factors
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 materially 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 risk 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, organize, follow 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 all 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. Reputation risk is difficult to assess, but could be substantially
damaging to the Issuer's operations based on a well-established brand, if materialized.
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 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 will be accepted, that any particular Tranche of Notes
will be so admitted or that an active trading market will develop. Accordingly, there is no assurance as to the
development or liquidity of any trading market for any particular Tranche of Notes.
7


Risk Factors
The Notes may be redeemed prior to maturity
Unless in the case of any particular Tranche of Notes the relevant Final Terms specifies otherwise, in the event
that the Issuer would 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, collected, 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 all outstanding Notes in accordance with the Conditions.
In addition, if in the case of any particular Tranche of Notes the relevant Final Terms 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.
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 will 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 will not have a direct right to vote in respect of the relevant
Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and
Clearstream, Luxembourg to appoint appropriate proxies.
Some Notes may be subordinated to most of the Issuer's liabilities
If in the case of any particular Tranche of Notes the relevant Final Terms specify that the Notes are
subordinated obligations of the Issuer and the Issuer is declared insolvent and a winding up is initiated, it will
be required to pay the holders of senior debt and meet its obligations to all its unsubordinated creditors in
full before it can make any payments on the relevant Notes. Depending on the status of a particular Tranche
of subordinated Notes, the Issuer may also be required to pay the holders of other subordinated debt
instruments in full before it can make any payments on the relevant Notes. If this occurs, the Issuer may not
have enough assets remaining after these payments to pay amounts due under the relevant Notes. In addition,
interest on Undated Subordinated Notes may be deferred.
Deferral of interest payments for Undated Subordinated Notes
On any optional interest payment date relating to a Tranche of Undated Subordinated Notes (being an interest
payment date in respect of which no dividend has been declared, paid or set apart for payment on or with
respect to any class of share capital of the Issuer at the most recent annual general meeting of the Issuer
immediately prior to such interest payment date, or any interest payment date following the publication of the
most recent audited annual accounts of the Issuer which annual accounts disclose an operating loss for
the Issuer before extraordinary items, appropriations and tax), the Issuer may pay (if it so elects) the interest
in respect of that Tranche of Notes accrued to that date, but the Issuer shall not have any obligation to make
such payment and any such failure to pay shall not constitute a default by the Issuer. Any such unpaid interest
constitutes Arrears of Interest payable in accordance with the Terms and Conditions of the Notes.
8


Risk Factors
Utilisation and conversion of principal (and Accrued Interest) of the Undated
Subordinated Notes
To the extent that it may be required to avoid the Issuer being obliged to enter into liquidation (likvidation),
the shareholders of the Issuer may decide that the principal amount of the Undated Subordinated Notes
(together with Accrued Interest) will be utilised in restoring equity to a level which is equal to the registered
share capital of the Issuer, by writing down the principal amount (together with Accrued Interest) by the
amount required to avoid liquidation (likvidation) and converting such amount into a conditional capital
contribution (villkorat kapitaltillskott). The rights of the holders of the Undated Subordinated Notes in
respect of the principal amount and interest so utilised will thereupon be converted into rights of providers of
capital contributions as set out in Condition 3(c)(i) of the Notes.
Perpetual nature of the Undated Subordinated Notes
The Undated Subordinated Notes have no fixed final redemption date and holders have no rights to call for
the redemption of such Notes. Although the Issuer may redeem such Notes in certain circumstances there are
limitations on its ability to do so. Therefore, holders of such Notes should be aware that they may be required
to bear the financial risks of an investment in the Undated Subordinated Notes for an indefinite period of
time.
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 to convert the rate when
it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating
rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then
prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new
floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating
rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates on its Notes.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium from their principal amount tend
to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-
bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as
compared to conventional interest-bearing securities with comparable maturities.
Interest rate risks
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may
adversely affect the value of the Fixed Rate Notes. Investments in Notes with floating interest involves a risk
of interest rate changes.
Notes where denominations involve integral multiples: definitive Notes
In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination
plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be
traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a
holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified
Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive
Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal
amount of Notes such that its holding amounts to a Specified Denomination.
If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that
is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.
Modification, waivers and substitution
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider
matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders
including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a
manner contrary to the majority.
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Risk Factors
The Terms and Conditions of the Notes also provide that the Trustee may, without the consent of the
Noteholders or the Couponholders, agree to (i) any modification of any of the provisions of the Trust Deed
that is of a formal, minor or technical nature or is made to correct a manifest error, and (ii) any other
modification (except as mentioned in the Trust Deed) and any waiver or authorisation of any breach or
proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materially
prejudicial to the interests of the Noteholders or (iii) the substitution of another company as principal debtor
under any Notes in place of the Issuer, in the circumstances described in Condition 11 of the Terms and
Conditions of the Notes.
The impact of changes to the capital adequacy framework and other 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 materially 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,
including an overview of the capital adequacy framework. On 16 December 2010, the Basel Committee on
Banking Supervision (the Basel Committee) published its final guidelines for new capital and liquidity
requirements intended to reinforce capital standards and to establish minimum liquidity standards for credit
institutions (the so-called Basel III guidelines). In addition, on 13 January 2011, the Basel Committee
published the minimum requirements for regulatory capital to ensure loss absorbency at the point of non-
viability (the January 2011 release, and together with the Basel III guidelines, the Basel III Framework).
To begin the process of implementing the Basel III Framework in the EU, on 20 July 2011 the European
Commission published the corresponding proposed changes at the EU level to replace the amended
2006/48/EC and 2006/49/EC Directives (CRD II), with two legislative instruments: a Regulation establishing
the prudential requirements institutions need to respect and a Directive (through an amendment of Directive
2002/87/EC) governing the access to deposit taking activities (together, known as CRR/CRD IV). The final
texts of CRR/CRD IV were adopted by the European Parliament and Council on 26 June 2013 and published
in the Official Journal of the European Union on 27 June 2013, and will take effect from 1 January 2014. To
complement the CRR/CRD IV legislative package, on 6 June 2012 the European Commission proposed a new
Directive on a comprehensive framework for dealing with ailing banks (Proposal for a directive establishing
a framework for the recovery and resolution of credit institutions and investment firms, COM(2012) 280/3,
the Crisis Management Directive). A possible introduction of so-called "bail-in" capital, and ringfencing of
specific activities, as well as the introduction of a single supervisory mechanism and a full banking union in
the Eurozone, is also being discussed. Where implemented, these new requirements and supervision structures
may impact existing business models and could adversely affect the Issuer's results of operation, financial
condition or the treatment of its creditors in an insolvency situation. It should be noted that at the time of this
Prospectus, there is a general uncertainty as to inter alia the content and the proposed time table of the Crisis
Management Directive.
As a result of CRR/CRD IV once introduced in Sweden, the Issuer may be required to raise additional tier 1,
common equity tier 1 and tier 2 capital by way of further issuances of securities. Such changes will also result
in existing tier 1 and tier 2 securities which do not comply with the new capital criteria contained in
CRR/CRD IV ceasing to count towards the Issuer's regulatory capital, the capital treatment of such legacy
capital being phased out over the period to 31 December 2021. Any failure by the Issuer to maintain the
increased regulatory capital requirements or to comply with any other requirements introduced by regulators
could result in intervention by regulators or the imposition of sanctions, which may have a material adverse
effect on the Issuer's profitability and results and may also have other effects on the Issuer's financial
performance and on the pricing of the Notes, both with or without the intervention by regulators or the
imposition of sanctions.
European Monetary Union
If the United Kingdom or Sweden joins the European Monetary Union prior to the maturity of the Notes,
there is no assurance that this would not adversely affect investors in the Notes. It is possible that prior to the
maturity of the Notes the United Kingdom or Sweden may become a participating Member State and that the
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