VOLVO CAR AB (PUBL) (A Public Limited Liability Company Incorporated Under the Laws of the Kingdom of Sweden)
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OFFERING CIRCULAR VOLVO CAR AB (PUBL) (a public limited liability company incorporated under the laws of the Kingdom of Sweden) EUR3,000,000,000 Euro Medium Term Note Programme Guaranteed by VOLVO CAR CORPORATION (a private limited liability company incorporated under the laws of the Kingdom of Sweden) Volvo Car AB (publ) (the "Issuer") has established a Euro Medium Term Note Programme (the "Programme") for the issuance of up to EUR3,000,000,000 in aggregate principal amount of notes (the "Notes") guaranteed by Volvo Car Corporation (the "Guarantor"). The maximum aggregate principal amount of all Notes from time to time outstanding under the Programme will not exceed EUR3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. Application has been made to the Luxembourg Stock Exchange, in its capacity as market operator of the Euro MTF market (the "Euro MTF Market") under the Luxembourg law on prospectuses for securities dated July 10, 2005 (the "Prospectus Act 2005") for the Notes issued under the Programme during the period of twelve months from the date of this Offering Circular to be admitted to trading on the Euro MTF Market and admitted to listing on the Official List of the Luxembourg Stock Exchange. The Euro MTF Market is not a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments. This Offering Circular is a prospectus for the purposes of the Prospectus Act 2005 and for the purposes of the admission to trading of the Notes on the Euro MTF Market in accordance with the rules and regulations of the Luxembourg Stock Exchange. This document does not constitute a prospectus for the purposes of Article 3 of Directive 2003/71/EC, as amended (the "Prospectus Directive") and relevant implementing measures in Luxembourg, and may not be used for any purpose other than the admission to trading of the Notes on the Euro MTF Market. The Programme has been rated BB+ by Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's") and (P)Ba2 by Moody's Deutschland GmbH ("Moody's"). Standard & Poor's and Moody's are established in the European Economic Area (the "EEA") and registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). Tranches of Notes to be issued under the Programme will be rated or unrated. Where a Tranche (as defined herein) of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Programme. 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. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and Guarantor to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions exempt from the registration requirements of the Securities Act. Arranger CITIGROUP Dealers CITIGROUP DEUTSCHE BANK ING J.P. MORGAN Offering Circular dated 9 November 2017 CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 1 FORWARD-LOOKING STATEMENTS .................................................................................................... 6 RISK FACTORS .......................................................................................................................................... 8 INFORMATION INCORPORATED BY REFERENCE .......................................................................... 30 GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 31 PRICING SUPPLEMENTS AND DRAWDOWN OFFERING CIRCULARS ........................................ 35 FORMS OF THE NOTES .......................................................................................................................... 36 OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .............. 42 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 44 FORM OF PRICING SUPPLEMENT ....................................................................................................... 74 USE OF PROCEEDS ................................................................................................................................. 83 BUSINESS ................................................................................................................................................. 84 TAXATION ............................................................................................................................................. 103 SUBSCRIPTION AND SALE ................................................................................................................. 106 GENERAL INFORMATION .................................................................................................................. 110 IMPORTANT NOTICES Responsibility for this Offering Circular Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Offering Circular and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Offering Circular is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Pricing Supplement/Drawdown Offering Circular Each Tranche of Notes (as defined below) will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as supplemented, amended or replaced by a document specific to such Tranche called a Pricing Supplement (a "Pricing Supplement") or in a separate drawdown offering circular specific to such Tranche to be approved by the Luxembourg Stock Exchange (a "Drawdown Offering Circular") as described under "Pricing Supplements and Drawdown Offering Circulars" below. Other Relevant Information This Offering Circular must be read and construed together with any supplements hereto, with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Pricing Supplement, must be read and construed together with the relevant Pricing Supplement. In the case of a Tranche of Notes which is the subject of a Drawdown Offering Circular, each reference in this Offering Circular to information being specified or identified in the relevant Pricing Supplement shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Offering Circular unless the context requires otherwise. The Issuer and Guarantor have confirmed to the Dealers named under "Subscription and Sale" below that this Offering Circular contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes and the Guarantee of the Notes (as defined in the Conditions)) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Offering Circular does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes and the Guarantee of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. In the case of any Notes which are to be offered to the public in a Member State of the European Economic Area (an "EEA Member State") in circumstances which would otherwise require the publication of a prospectus under the Prospectus Directive, the minimum specified denomination shall be EUR100,000 (or its equivalent in any other currency as at the date of issue of the Notes). Unauthorised Information No person has been authorised to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other document entered into in relation to the Programme or any information supplied by the Issuer or the Guarantor or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any Dealer. Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Offering Circular and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Offering Circular. Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering,