Base Prospectus
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BASE PROSPECTUS ATLAS COPCO AB (incorporated with limited liability in the Kingdom of Sweden) ATLAS COPCO FINANCE DAC (incorporated with limited liability in Ireland) U.S.$3,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed in the case of Notes issued by Atlas Copco Finance DAC by ATLAS COPCO AB (incorporated with limited liability in the Kingdom of Sweden) Under this U.S.$3,000,000,000 Euro Medium Term Note Programme (the “Programme”), Atlas Copco AB (“Atlas Copco”) and Atlas Copco Finance DAC (“Atlas Copco Finance” and, together with Atlas Copco, the “Issuers” and each an “Issuer”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the relevant Issuer and the relevant Dealers (as defined below). References in this Base Prospectus to the “relevant Issuer” shall, in relation to any issue or proposed issue of Notes, be references to whichever of Atlas Copco or Atlas Copco Finance is specified as the Issuer of such Notes in the relevant final terms document specific to such Tranche (the “Final Terms”). The payments of all amounts due in respect of the Notes issued by Atlas Copco Finance (the “Guaranteed Notes”) will be unconditionally and irrevocably guaranteed by Atlas Copco (in such capacity, the “Guarantor”) under the terms of a Deed of Guarantee dated 18 July 2019 (as amended and/or supplemented and/or restated from time to time, the “Deed of Guarantee”). If the relevant Issuer is Atlas Copco, references herein to Guarantor and Guarantee, and related expressions, are not applicable. Notes may only be issued under the Programme that have a denomination of at least EUR 100,000 (or its equivalent in any other currency). The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the relevant Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the relevant Issuer to fulfil its obligations under the Notes or the Guarantor to fulfil its obligations under the Deed of Guarantee (in the case of Guaranteed Notes) are discussed under “Risk Factors” beginning on page 5. This Base Prospectus has been approved as a base prospectus by the Central Bank of Ireland, as competent authority under Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”). The Central Bank of Ireland only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation. Approval by the Central Bank of Ireland should not be considered as an endorsement of the Issuers or the Guarantor or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) or on another regulated market for the purposes of Directive 2014/65/EU (as amended, “EU MiFID II”) and/or which are to be offered to the public in any Member State of the European Economic Area (the “EEA”) in circumstances that require the publication of a prospectus. Application has been made to Euronext Dublin for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to its official list (the “Official List”) and trading on the regulated market of Euronext Dublin. References in this Base Prospectus to the Notes being “listed” (and all related references) shall mean that, unless otherwise specified in the applicable Final Terms, the Notes have been admitted to the Official List and trading on the regulated market of Euronext Dublin. This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the EEA. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. The requirement to publish a prospectus under the EU Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the EU Prospectus 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 (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the “Final Terms”) which will be delivered to the Central Bank of Ireland and, where listed, Euronext Dublin. Copies of Final Terms in relation to Notes to be listed on Euronext Dublin will also be published on the website of Euronext Dublin. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the relevant Dealer. The relevant Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. S&P Global Ratings Europe Limited (“S&P”) and Fitch Ratings Ltd. (“Fitch”) have each issued credit ratings of Atlas Copco and the Programme. S&P is established in the European Economic Area (“EEA”) and registered under Regulation (EC) No. 1060/2009 (as amended) (the “EU CRA Regulation”). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (at http://www.esma.europa.eu/page/Listregistered- and-certified-CRAs) in accordance with the EU CRA Regulation. S&P is not established in the United Kingdom in accordance with Regulation (EC) No 1060/2009 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) the (“UK CRA Regulation”). Accordingly the ratings issued by S&P have been endorsed by S&P Global Ratings UK Limited in accordance with the UK CRA Regulation and have not been withdrawn. As such, the ratings issued by S&P may be used for regulatory purposes in the United Kingdom in accordance with the UK CRA Regulation. Fitch is established in the United Kingdom and is registered in accordance with the UK CRA Regulation. Fitch is not established in the EEA and has not applied for registration under the EU CRA Regulation. The ratings issued by Fitch have been endorsed by Fitch Ratings Ireland Limited in accordance with the EU CRA Regulation. Fitch Ratings Ireland Limited is established in the EEA and registered under the EU CRA Regulation. As such Fitch Ratings Ireland Limited is included in the list of credit rating agencies published by ESMA on its website. Tranches (each, a “Tranche”) of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Programme and the applicable rating(s) will be specified in the relevant Final Terms.. A rating is not a recommendation to buy, sell or hold Notes and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Amounts payable on Floating Rate Notes will be calculated by reference to EURIBOR or STIBOR as specified in the relevant Final Terms. As at the date of this Base Prospectus, the administrator of EURIBOR is included in ESMA’s register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the “EU Benchmarks Regulation”) and the administrator of STIBOR is not included in ESMA’s register of administrators under the EU Benchmarks Regulation. As far as the Issuers are aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that Swedish Financial Benchmark Facility (as administrator of STIBOR) is not currently required to obtain authorisation/registration (or, if located outside the European Union (the “EU”), recognition, endorsement or equivalence). Arranger Citigroup Dealers Bank of China BNP PARIBAS Citigroup Danske Bank Deutsche Bank Handelsbanken Capital Markets Nordea SEB The date of this Base Prospectus is 23 July 2021. IMPORTANT INFORMATION This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme for the purposes of Article 8 of the EU Prospectus Regulation. When used in this Base Prospectus, “EU Prospectus Regulation” means Regulation (EU) 2017/1129. Each Issuer and the Guarantor accepts responsibility for the information contained in this Base Prospectus and declare that the information contained in this Base Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as completed by the Final Terms specific to such Tranche or as supplemented by a separate prospectus specific to such Tranche (the “Drawdown Prospectus”) as described under “Final Terms and Drawdown Prospectuses” below.