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Volvo Car AB SEK 2,500,000,000 Senior Floating Rate Notes Due 2022

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IMPORTANT NOTICE NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR OTHERWISE THAN TO PERSONS WHOM IT CAN BE LAWFULLY DISTRIBUTED IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum (‘‘offering memorandum’’) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, 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. Confirmation of your Representation: You have accessed the attached document on the basis that you have confirmed your representation to the issuer and to DNB Bank ASA, Sweden Branch, Nordea Bank Danmark A/S and Swedbank AB (publ) (together, the ‘‘Initial Purchasers’’) that (i) to the extent you purchase the securities described in the attached offering memorandum, you will be doing so in an offshore transaction pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’); (ii) the electronic email address to which the attached offering memorandum has been delivered is not located in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Marina Islands), and (iii) you consent to delivery of such offering memorandum by electronic transmission. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO QUALIFIED PURCHASERS. YOU ARE NOT AUTHORIZED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The materials relating to the 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. No action has been or will be taken in any jurisdiction by the Initial Purchasers or the issuer that would or is intended to, permit a public offering of the securities, or possession or distribution of the offering memorandum (in preliminary, proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the issuer in such jurisdiction. This offering memorandum is being distributed only to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iii) those persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as ‘‘relevant persons’’). This offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this offering memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. This offering memorandum 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 issuer, the Initial Purchasers, their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the issuer, the Initial Purchasers or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers. You are reminded that this offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located, and you may not, nor are you authorized to, deliver this document, electronically or otherwise, to any other person. If you receive this document by e-mail, you should not reply by e-mail to the announcement. Any reply e-mail communications, including those you generate by using the ‘‘Reply’’ function on your e-mail software, will be ignored or rejected. If you receive this document by e-mail, your use of such e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING MEMORANDUM NOT FOR DISTRIBUTION IN THE UNITED STATES 11MAY201613510798 Volvo Car AB SEK 2,500,000,000 Senior Floating Rate Notes due 2022 SEK 500,000,000 21⁄2% Senior Fixed Rate Notes due 2022 Volvo Car AB, a Swedish public limited liability company (the ‘‘Issuer’’), is offering SEK 2.5 billion aggregate principal amount of its senior floating rate notes due 2022 (the ‘‘Senior Floating Rate Notes’’) and SEK 0.5 billion aggregate principal amount of its 21⁄2% senior fixed rate notes due 2022 (the ‘‘Senior Fixed Rate Notes’’ and, together with the Senior Floating Rate Notes, the ‘‘Notes’’). Interest on the Senior Floating Rate Notes will be payable quarterly in arrears, equal to the three-month STIBOR plus 2.35% per annum, reset quarterly and subject to a floor of 0.0%, on 7 March, 7 June, 7 September and 7 December, commencing 7 March 2017. Interest on the Senior Fixed Rate Notes will be payable annually on 7 March, commencing 7 March 2017. The Senior Floating Rate Notes will mature on 7 March 2022. The Senior Fixed Rate Notes will mature on 7 March 2022. Some or all of the Notes may be redeemed by paying 100% of the principal amount of such Notes plus a ‘‘make-whole’’ premium. In addition, up to 40% of the aggregate principal amount of the Senior Floating Rate Notes and up to 40% of the aggregate principal amount of the Senior Fixed Rate Notes, respectively, may be redeemed with the net proceeds of certain equity offerings at the respective redemption prices set forth in this offering memorandum. At any time on or after 7 December 2021 (i.e., the date that is three months prior to maturity), some or all of the Notes may be redeemed at a redemption price equal to 100% of the principal amount of Notes being redeemed, plus accrued and unpaid interest, if any, to the date of redemption. Upon the occurrence of certain change of control events, each holder of the Notes may require the Issuer to repurchase all or a portion of its respective Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes, as applicable. The Notes will be the Issuer’s senior obligations and will rank pari passu in right of payment with all other existing and future senior debt of the Issuer that is not expressly subordinated in right of payment to the Notes. The Notes will be senior in right of payment to all existing and future indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes. The Notes will be guaranteed (the ‘‘Guarantee’’) on a senior unsecured basis by the Issuer’s subsidiary, Volvo Car Corporation (the ‘‘Guarantor’’). The Guarantee will rank pari passu in right of payment with all of the existing and future indebtedness of the Guarantor that is not expressly subordinated in right of payment to the Guarantee. The Guarantee will rank senior in right of payment to all existing and future indebtedness of the Guarantor that is expressly subordinated in right of payment to the Guarantee. The Notes and the Guarantee will be effectively subordinated to all of the Issuer’s and the Guarantor’s future secured debt to the extent of the value of the assets securing such debt. The Notes and the Guarantee will be structurally subordinated to all existing and future obligations and other liabilities of the Issuer’s other subsidiaries that do not guarantee the Notes. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market.
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