FINAL TERMS MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES (ECPS) 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 Directive 2014/65/EU (as amended, 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 TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the 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; (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive (as defined below). Consequently no key information document required by Regulation (EU) No. 1286/2014 (the PRIIPs Regulation ) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 28th February, 2018 SVENSKA HANDELSBANKEN AB (publ) Issue of EUR 750,000,000 Subordinated Tier 2 Notes due 2nd March, 2028 under the U.S.$50,000,000,000 Euro Medium Term Note Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular dated 19th June, 2017 and the Supplementary Offering Circulars dated 20th July, 2017, 23rd October, 2017, 12th February, 2018 and 19th February, 2018 which together constitute a base prospectus for the purposes of the Prospectus Directive. When used in these Final Terms, Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the EEA. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Offering Circular as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular as so supplemented. The Offering Circular dated 19th June, 2017 and the Supplementary Offering Circulars dated 20th July, 2017, 23rd October, 2017, 12th February, 2018 and 19th February, 2018 have been published on the website of the Central Bank of Ireland at http://www.centralbank.ie/regulation/securities-markets/prospectus/pages/approvedprospectus.aspx and on the website of the Irish Stock Exchange plc (the Irish Stock Exchange ) at www.ise.ie. 1
1. Issuer: Svenska Handelsbanken AB (publ) 2. (i) Series Number: 332 (ii) Tranche Number: 1 (iii) Date on which the Notes will be consolidated and form a single Series: 3. Specified Currency or Currencies: Euro ( EUR ) 4. Aggregate Nominal Amount: Tranche: EUR 750,000,000 Series: EUR 750,000,000 5. Issue Price: 99.923 per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No Notes in definitive form will be issued with a denomination above EUR 199,000. (ii) Calculation Amount: EUR 1,000 7. Issue Date and Interest Commencement Date: 2nd March, 2018 8. Maturity Date: 2nd March, 2028 9. Interest Basis: Reset Notes (further particulars specified below see paragraph 15 below) 10. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal value 11. Change of Interest Basis: 12. Put/Call Options: Issuer Call 13. Status of the Notes: Subordinated (further particulars specified below see paragraph 18) 2
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Note Provisions 15. Reset Note Provisions Applicable (i) Initial Rate of Interest: 1.25 per cent. per annum payable annually in arrear (ii) Initial Mid-Swap Rate: 0.466 per cent. (iii) First Reset Margin: +0.80 per cent. per annum (iv) Subsequent Reset Margin: (v) Interest Payment Date(s): 2nd March in each year, from and including 2nd March, 2019, and up to and including the Maturity Date (vi) (vii) Fixed Coupon Amount up to (but excluding) the First Reset Date: (Applicable to Notes in definitive form) Broken Amount(s) up to (but excluding) the First Reset Date: (Applicable to Notes in definitive form) EUR 12.50 per Calculation Amount (viii) First Reset Date: 2nd March, 2023 (ix) Second Reset Date: (x) Subsequent Reset Date(s): (xi) Relevant Screen Page: ISDAFIX1 (xii) Mid-Swap Rate: Single Mid-Swap Rate (xiii) Mid-Swap Maturity: 6 months (xiv) Reset Interest Determination Date(s): The second day on which the TARGET2 System is open prior to the First Reset Date (xv) Mid-Swap Rate Conversion: (xvi) Original Mid-Swap Rate Payment Basis: Annual (xvii) Relevant Time: 11:00 a.m. (Brussels time) 3
(xviii) Day Count Fraction: Actual/Actual (ICMA) (xix) Determination Date(s): 2nd March in each year (xx) Business Day Convention: Following Business Day Convention unadjusted (xxi) Additional Business Centre: (xxii) Party responsible for calculating the Rate of Interest and Reset Notes Interest Amount (if not the Agent): (xxiii) Applicable fallback: As per Condition 6(b)(ii)(e)(2) 16. Floating Rate Note Provisions 17. Zero Coupon Note Provisions PROVISIONS RELATING TO REDEMPTION 18. Issuer Call Applicable (i) Optional Redemption Date(s): 2nd March, 2023 (ii) Optional Redemption Amount: EUR 1,000 per Calculation Amount (iii) If redeemable in part: (a) Minimum Redemption Amount: (b) Higher Redemption Amount: (iv) Notice period: Minimum period: 30 days Maximum period: 60 days 19. Investor Put 20. Notice periods for Condition 7(h): Applicable Minimum period: 30 days Maximum period: 60 days 21. Notice periods for Condition 7(i): 22. Final Redemption Amount: EUR 1,000 per Calculation Amount 23. Early Redemption Amount payable on redemption (i) for taxation reasons, (ii) EUR 1,000 per Calculation Amount 4
PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing: Application has been made for the Notes to be admitted to the Official List of the Irish Stock Exchange. (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the regulated market of the Irish Stock Exchange with effect from, or from around, the Issue Date. (iii) Estimate of total expenses relating to admission to trading: EUR 600 2. RATINGS Ratings: The Notes to be issued are expected to be rated A3 by Moody s Investors Service Limited ( Moody s ), A- by Standard & Poor s Credit Market Services Europe Limited ( S&P ) and AA- by Fitch Ratings Ltd ( Fitch ). Each of Moody s, S&P and Fitch is established in the EU and is registered under Regulation (EC) No. 1060/2009 (as amended). 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business. 4. YIELD Indication of yield: 1.266 per cent. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 5. OPERATIONAL INFORMATION (i) ISIN Code: XS1782803503 (ii) Common Code: 178280350 6
(iii) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): (iv) Delivery: Delivery against payment (v) Names and addresses of additional Paying Agent(s) (if any): (vi) Intended to be held in a manner which would allow Eurosystem eligibility: No. Whilst the designation is specified as no at the date of this Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. 6. DISTRIBUTION (i) Method of Distribution: Syndicated (ii) If syndicated, names of Managers: Citigroup Global Markets Limited Deutsche Bank AG, London Branch Svenska Handelsbanken AB (publ) UBS Limited (iii) Date of Subscription Agreement: 28th February, 2018 (iv) Stabilisation Manager(s) (if any): UBS Limited (v) Prohibition of Sales to EEA Retail Investors: Applicable (vi) If non-syndicated, name of relevant Dealer: (vii) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA C 7. REASONS FOR THE OFFER Reasons for the offer: 7