Level: 4 – From: 4 – Monday, June 15, 2009 – 19:29 – eprint3 – 4118 Intro : 4118 Intro OFFERING CIRCULAR Svenska Handelsbanken AB (publ) A11.4.1.1 (Incorporated as a public limited liability banking company in The Kingdom of Sweden) A11.4.1.4 U.S.$35,000,000,000 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 an unsubordinated basis (“Senior Notes”), (ii) issued on a subordinated basis with a fixed maturity as provided in the “Terms and Conditions of the Notes” (“Dated Subordinated Notes”), (iii) issued on a subordinated basis with no fixed maturity and ranking on any liquidation (likvidation) or bankruptcy (konkurs) of the Bank senior to Capital Instruments (as defined herein) as provided in the “Terms and Conditions of the Notes” (“Undated Subordinated Notes”) and (iv) issued on a subordinated basis with no fixed maturity and ranking on any liquidation (likvidation) or bankruptcy (konkurs) of the Bank junior to Undated Subordinated Indebtedness (as defined herein) other than Capital Instruments as provided in the “Terms and Conditions of the Notes” (which may be either “Capital Contribution Securities” or “Enhanced Capital Contribution Securities”, as specified in the applicable Final Terms). The Terms and Conditions of Dated Subordinated Notes, Undated Subordinated Notes, Capital Contribution Securities and Enhanced Capital Contribution Securities will contain only limited events of default as described herein. Notes may be denominated in any currency agreed by the Bank and the relevant Purchasers (as defined below). Subject us 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.$35,000,000,000 (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 7 to 8 (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”. Application has been made to the Financial Services Authority in its capacity as the competent authority under the Financial Services and Markets Act 2000, as amended (the “FSMA”) (in such capacity the “UK Listing Authority”) for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the official list of the A5.6.1 UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market. 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 have been admitted A12.6.1 to trading on the London Stock Exchange's regulated market. The London Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). 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 final terms document (the “Final Terms”) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and to the London Stock Exchange. 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 Programme has been rated by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc., Moody's Investors Service Limited and Fitch Ratings Ltd. 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. 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 relevant Final Terms in respect of the issue of any such Notes will specify whether or not such Notes will be admitted to listing on the Official List and to trading on the London Stock Exchange (or any other 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 Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“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. Any person (an “Investor”) intending to acquire or acquiring any securities from any person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in section 102B of the FSMA, the Issuer may be responsible to the Investor for the Offering Circular under section 90 of FSMA, only if the Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Offering Circular for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Offering Circular and/or who is responsible for its contents it should take legal advice. Arranger Merrill Lynch International Dealers Barclays Capital BNP Paribas Citi Commerzbank Corporates & Markets Credit Suisse Danske Bank Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Merrill Lynch International Mizuho International plc Morgan Stanley Société Générale Corporate & Investment Banking Svenska Handelsbanken AB (publ) The Royal Bank of Scotland UBS Investment Bank The date of this Offering Circular is 17th June, 2009. Level: 4 – From: 4 – Monday, June 15, 2009 – 19:29 – eprint3 – 4118 Intro : 4118 Intro This Offering Circular constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS OFFERING CIRCULAR AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION. 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 5). This Offering Circular shall be read and construed on the basis that such documents are so incorporated and form part of this Offering Circular. Neither the Dealers nor the Trustee have separately verified the information contained herein.