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Svenska Handelsbanken AB OFFERING CIRCULAR Svenska Handelsbanken AB (publ) (Incorporated as a public limited liability banking company in The Kingdom of Sweden) U.S.$50,000,000,000 Euro Medium Term Note Programme for the issue of Notes with a minimum maturity of one month On 26th June, 1992 Svenska Handelsbanken AB (publ) (the “Issuer” or the “Bank”) entered into a U.S.$1,500,000,000 Euro Medium Term Note Programme (the “Programme”) and issued an offering circular on that date describing the Programme. This Offering Circular supersedes any previous offering circular and supplements therein prepared in connection with the Programme. Any Notes (as defined below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes already in issue. Under the Programme, the Bank may from time to time issue Notes (the “Notes”), which expression shall include Notes (i) issued on a senior preferred basis as described in Condition 3 (“Senior Preferred Notes”), (ii) issued on a senior non-preferred basis as described in Condition 4 (“Senior Non-Preferred Notes”), (iii) issued on a subordinated basis and which rank on any voluntary or involuntary liquidation (Sw. likvidation) or bankruptcy (Sw. konkurs) of the Bank as described in Condition 5 (“Subordinated Notes”) and (iv) issued on a subordinated basis with no fixed maturity and which rank on any voluntary or involuntary liquidation (Sw. likvidation) or bankruptcy (Sw. konkurs) of the Bank as described in Condition 6 (“Additional Tier 1 Notes”). The Outstanding Principal Amount (as defined in Condition 2) of each Series (as defined below) of Additional Tier 1 Notes will be subject to Write Down (as defined in Condition 2) if the Common Equity Tier 1 Capital Ratio (as defined in Condition 2) of the Bank and/or the Handelsbanken Group (as defined Condition 2) is less than the relevant Trigger Level (as defined in Condition 2). Following such Write Down, the Outstanding Principal Amount of the Additional Tier 1 Notes of such Series may, at the Bank’s sole and absolute discretion, be reinstated in whole or in part if certain conditions are met. See Condition 9. The Notes contain only limited events of default, as described in “Terms and Conditions of the Notes”. The Notes may be denominated in any currency agreed by the Bank and the relevant Purchasers (as defined below). Subject as set out herein, the Notes will have a minimum maturity of one month. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$50,000,000,000 (or its equivalent in other currencies at the time of agreement to issue calculated as described in the Programme Agreement described herein). The Notes will be issued to one or more of the Dealers specified on pages 8 to 9 (each a “Dealer” and together the “Dealers”, which expression shall include any additional Dealer appointed under the Programme from time to time) on a continuing basis. Notes may also be issued to third parties other than Dealers. Dealers and such third parties are referred to as “Purchasers”. This Offering Circular does not constitute a prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and, accordingly, no offer to the public may be made and no admission to trading may be applied for on any market in the European Economic Area (the “EEA”) or the United Kingdom (the “UK”) designated as a regulated market, in each case for the purposes of the Prospectus Regulation. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for its approval of this Offering Circular. Application has been made to Euronext Dublin for the Notes issued under the Programme to be admitted to the official list (the “Official List”) and to trading on the Global Exchange Market of Euronext Dublin (the “GEM”) for a period of 12 months from the date of these Offering Circular. The GEM is not a regulated market for the purposes of Directive 2014/65/EU (as amended) (“MiFID II”). References in this Offering Circular to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and to trading on the GEM. Notice of the aggregate nominal amount of interest (if any) payable in respect of, the issue price of, and any other terms and conditions not contained herein which are applicable to each Tranche (as defined below) of Notes will be set forth in a pricing supplement (the “Pricing Supplement”). The Notes will be subject to Swedish Statutory Loss Absorption Powers (as defined below), as described in Condition 23. Factors which may affect the Bank’s ability to fulfil its obligation under Notes issued under the Programme and factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are set out in “Risk Factors” herein. The Senior Preferred Notes to be issued under the Programme are expected to be rated AA- (long-term Senior Preferred Notes) and A-1+ (short-term Senior Preferred Notes) by S&P Global Ratings, acting through S&P Global Ratings Europe Limited (Niederlassung Deutschland) (“S&P”), Aa2 (long-term Senior Preferred Notes) and Prime-1 (short-term Senior Preferred Notes) by Moody’s Investors Service Limited (“Moody’s”) and AA+ (Rating Watch Negative) (long-term Senior Preferred Notes) and F1+ (short-term Senior Preferred Notes) by Fitch Ratings Ltd (“Fitch”). The Issuer has been rated AA- (long-term ) and A-1+ (short-term) by S&P, Aa2 (long-term) and Prime-1 (short-term) by Moody’s and AA (long-term) and F1+ (short-term) by Fitch. Each of S&P, Moody’s and Fitch is established in the EU or the UK and has been registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme and/or the Issuer. A security 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. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the Bank and the relevant Purchaser(s) in relation to each issue. The Bank may also issue unlisted Notes and/or Notes not admitted to trading on any market. The applicable Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be admitted to listing or trading on any non-EEA listing authority, stock exchange and/or quotation system, if applicable. The Notes of each Tranche will be in bearer form and will be initially represented by a global Note which will (i) if the global Note is intended to be issued in new global note (“NGN”) form, as stated in the applicable Pricing Supplement, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”); and (ii) if the global Note is not intended to be issued in NGN form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the “Common Depositary”) for Euroclear and Clearstream, Luxembourg. The Bank may agree with any Purchaser and the Trustee (as defined below) that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which case a supplementary offering circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. The Additional Tier 1 Notes are not intended to be sold and should not be sold to retail clients (as defined in MiFID II) in the EEA or the UK. Prospective investors are referred to the section headed “Restrictions on marketing and sales to retail investors” on page 5 of this Offering Circular for further information. Arranger BofA Securities Dealers Barclays BNP PARIBAS BofA Securities Citigroup Commerzbank Crédit Agricole CIB Credit Suisse Danske Bank Deutsche Bank Goldman Sachs International Handelsbanken Capital Markets HSBC J.P. Morgan Mizuho Securities Morgan Stanley NatWest Markets Nomura SMBC Nikko Société Générale Corporate & Investment Banking UBS Investment Bank The date of this Offering Circular is 17th June, 2020. This Offering Circular constitutes a base listing particulars and has been approved by Euronext Dublin in respect of the admission of the Notes to the Official List and to trading on the GEM and for the purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the Issuer, the Group 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 Issuer and the rights attaching to the Notes. This Offering Circular is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference” on page 52). This Offering Circular shall be read and construed on the basis that such documents are so incorporated in, and form part of, this Offering Circular. Neither the Dealers nor the Trustee have separately verified the information contained herein.
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