€5,000,000,000 Debt Issuance Programme
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Prospectus dated 28 April 2016 Investor AB (incorporated as a limited liability company in the Kingdom of Sweden) €5,000,000,000 Debt Issuance Programme Under the Debt Issuance Programme described in this Prospectus (the “Programme”), Investor AB (publ) (“Investor”, the “Issuer” or the “Company”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the “Notes”). The aggregate principal amount of Notes outstanding will not at any time exceed €5,000,000,000 (or the equivalent in other currencies). Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the “Prospectus Act 2005”) to approve this document as a base prospectus. By approving this Prospectus, the CSSF assumes no responsibility for the economic and financial soundness of the transaction contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of twelve months from the date of approval by the CSSF of this Prospectus to be admitted to the Official List of the Luxembourg Stock Exchange (the “Official List”) and to be admitted to trading on the Luxembourg Stock Exchange’s regulated market (the “Market”). References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive) of the European Parliament and of the Council on markets in financial instruments. However, Notes may be listed on any other stock exchange or may be unlisted as specified in the relevant Final Terms (as defined below). As at the date of this Prospectus, the Issuer and the Programme are each rated Aa3 (stable outlook) by Moody’s Deutschland GmbH (“Moody’s”) and AA- (stable outlook) by Standard & Poor’s Credit Market Services Europe Limited, a division of The McGraw-Hill Companies Inc. (“S&P”). Tranches of Notes (as defined in “General Description of the Programme”) may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in the applicable Final Terms. Credit ratings included or referred to in this Prospectus have been issued by Moody’s and S&P, each of which is established in the European Union and is registered under Regulation (EC) No 1060/2009 (the “CRA Regulation”) of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. Fitch and S&P are established in the European Union and registered under the CRA Regulation. Further information relating to the registration of rating agencies under the CRA Regulation can be found on the website of the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/list-registered-and-certified-CRAs) in accordance with the CRA Regulation. 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. Each Series (as defined in “General Description of the Programme”) of Notes in bearer form will initially be represented on issue by a temporary global note in bearer form (each a “Temporary Global Note”), or a permanent global note in bearer form (each a “Permanent Global Note”). Notes in registered form will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. If the Global Notes are stated in the applicable Final Terms to be issued in new global note (“NGN”) form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “Common Depositary”). Global Notes which are not issued in NGN form (“Classic Global Notes” or “CGNs”) and Certificates may be deposited on the issue date of the relevant Tranche with the Common Depositary. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Overview of Provisions Relating to the Notes while in Global Form”. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area (the “EEA”) or offered to the public in a Member State of the EEA in circumstances which require the publication of a prospectus under the Prospectus Directive (2003/71/EC), as amended, the minimum specified denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of the Notes). Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Arranger J.P. Morgan Dealers Citigroup Deutsche Bank Goldman Sachs International J.P. Morgan Morgan Stanley SEB UBS Investment Bank This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes amendments made by Directive 2010/73/EU) (the “Prospectus Directive”) and for the purpose of giving information with regard to the Issuer and its subsidiaries and affiliates taken as a whole (the “Group”) which, according to the particular nature of the Issuer 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. The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below) and, in relation to any Series of Notes, should be read and construed together with the relevant Final Terms (as defined herein). Copies of the Final Terms will be available from the registered office of the Issuer and the specified office of the Paying Agent, and, in the case of Notes listed on the Official List and admitted to trading on the Market, the applicable Final Terms will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). No person has been authorised to give any information or to make any representations other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in “General Description of the Programme”). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes include Notes in bearer form that are subject to US tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, US persons (as defined in the US Internal Revenue Code of 1986, as amended, and regulations thereunder).