BASE PROSPECTUS Kommuninvest I Sverige Aktiebolag (Publ
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BASE PROSPECTUS Kommuninvest i Sverige Aktiebolag (publ) (incorporated with limited liability in the Kingdom in Sweden) Euro Note Programme Guaranteed by certain regions of Sweden and certain municipalities of Sweden On 2 September 1993 the Issuer (as defined below) entered into a U.S.$1,500,000,000 Note Programme (the Programme) and issued a prospectus on that date describing the Programme. This document (the Base Prospectus) supersedes any previous prospectus. Any Notes (as defined below) issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any Notes issued before the date of this Base Prospectus. Under this Euro Note Programme (the Programme) Kommuninvest i Sverige Aktiebolag (publ) (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). The Notes may be issued in bearer or registered form (respectively the Bearer Notes and the Registered Notes). Each Series (as defined on page 53) of Notes will be guaranteed by certain regions of Sweden and certain municipalities of Sweden. The final terms (the Final Terms) applicable to each Tranche (as defined on page 53) of Notes will specify the Guarantor (as defined in the terms and conditions of the Notes) in relation to that Tranche as of the issue date of that Tranche. However, other regions and municipalities of Sweden may subsequently become Guarantors under the Guarantee (as defined herein). The Guarantee will be in, or substantially in, the form set out in Schedule 8 to the Agency Agreement (as defined on page 52). As at the date hereof the Guarantee has already been given jointly and severally by 291 regions and municipalities of Sweden. For further information on the Guarantors at the date hereof see "Ownership and Guarantee" on page 97. Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity. The Notes will be issued on a continuing basis to one or more of the Dealers specified on page 2 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a Dealer and together the Dealers). An investment in Notes issued under the Programme involves certain risks. For a description of these risks see "Risk Factors". This Base Prospectus constitutes an alleviated base prospectus for the purposes of Chapter 2 of Part III of the Luxembourg Act dated 16 July 2019 on prospectuses for securities. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme up to the expiry of 12 months from the date of this Base Prospectus to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU), as amended. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under Terms and Conditions of the Notes) of Notes will be set out in the applicable Final Terms which, with respect to Notes to be listed, will be filed with the Luxembourg Stock Exchange. 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 Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Neither the Notes nor the Guarantee have been or will be registered under the Securities Act of 1933 of the United States, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)), unless an exemption from the registration requirements of the Securities Act is available and the offer or sale is made in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. The Notes may be offered and sold (a) in bearer form or registered form outside the United States to non-U.S. persons in reliance on Regulation S and (b) in registered form in the United States and to U.S. persons to persons who are both "qualified institutional buyers" (QIBs) within the meaning of and in reliance on Rule 144A under the Securities Act (Rule 144A) and “qualified purchasers” (QPs) within the meaning of Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (the Investment Company Act), and the rules and regulations thereunder. Prospective purchases who purchase under (b) above are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Issuer has not registered and does not intend to register, and no guarantor of the Notes is expected to register, as an investment company under the Investment Company Act, in reliance on the exemption provided by Section 3(c)(7) thereof. For a description of these and certain further restrictions on offers, sales and transfers of Notes and distributions of this Base Prospectus see "Subscription and Sale and Transfer and Selling Restrictions". No prospectus is required in accordance with Regulation (EU) 2017/1129 (the Prospectus Regulation) for an issue of Notes under the Programme, accordingly this Base Prospectus does not comprise a prospectus for the purposes of the Prospectus Regulation. Unless otherwise provided in the applicable Final Terms, the Notes of each Tranche (except Notes which are to be cleared through the Swedish Central Securities Depository & Clearing Organisation, Euroclear Sweden AB (Euroclear Sweden) or notes, other than Swedish Registered Notes (as defined below) in registered form (Registered Notes)) will initially be represented by a temporary global Note which will be deposited on the issue date thereof with either a common depositary (if the temporary global Note is not issued in new global note form) or a common safekeeper (if the temporary global Note is issued in new global note form), in either case on behalf of Euroclear Bank SA/NV (Euroclear), and Clearstream Banking S.A. (Clearstream, Luxembourg) and which will be exchangeable, as specified in the applicable Final Terms, for either a permanent global Note or Notes in definitive form, in each case upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. A permanent global Note will be exchangeable for definitive Notes upon request all as further described in "Form of the Notes" herein. The Notes of each Tranche cleared through Euroclear Sweden will be issued in registered form in accordance with the Swedish Financial Instruments Accounts Act (SFS 1998:1479), as amended (Swedish Registered Notes). Each Tranche of Registered Notes will initially be represented by a global Note in registered form which will either (i) be deposited with a custodian for, and registered in the name of a nominee of, Depository Trust Company or (ii) be deposited with a common depositary or, if the registered global notes are to be held under the new safe-keeping structure, a common safekeeper, as the case may be for Euroclear and Clearstream, Luxembourg, and registered in the name of the nominee for the Common Depositary of, Euroclear and Clearstream, Luxembourg or in the name of a nominee of the common safekeeper, as specified in the applicable Final Terms. A registered global note will be exchangeable for definitive Registered Notes upon request all as further described in "Form of the Notes" herein. The Programme is rated by Moody's Investors Service Limited (Moody's) and by S&P Global Ratings Europe Limited (S&P). Tranches of Notes issued under the Programme may be rated or unrated. Where a tranche of Notes is rated, such rating will not necessarily be the same as the rating assigned to the Programme. 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. 1 The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which case a supplement to the Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Arranger BofA Securities Dealers Barclays BNP PARIBAS BofA Securities Citigroup Crédit Agricole CIB Daiwa Capital Markets Europe HSBC J.P. Morgan Mizuho Securities MUFG Nomura SMBC Nikko TD Securities Tokai Tokyo Securities Europe Limited The date of this Base Prospectus is 11 June 2020. 2 The Issuer having made all reasonable enquiries, confirms that this Base Prospectus contains all information with respect to itself, the Guarantors set out on pages 108 to 111 and the Notes which is material in the context of the Programme, that the information contained in this Base Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Base Prospectus are honestly held and that there are no other facts the omission of which would make any of such information or the expression of any such opinions or intentions misleading.