UPDATED CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Aggregate
Price
Per
Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Notes offered hereby
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$7,837,920.00
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100%
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$7,837,920.00
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$1,069.09 (1)
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(1)
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The registration fee is calculated in accordance with Rule 457(r) under the Securities Act. $70,710.43 of the registration fees paid in respect of the securities covered by the
registration statement of which the pricing supplement is a part remains unused. $1,069.09 of that amount is being offset against the registration fee for this offering and $69,641.34 for future registration fees.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-178202
The notes are being issued by Aktiebolaget Svensk Exportkredit (Publ) (Swedish Export Credit Corporation) (SEK).
There are important differences between the notes and a conventional debt security, including different investment risks. See Risk Factors on page TS-6 of this term sheet and beginning on page P-4 of product supplement ARN-4.
None of the Securities and Exchange Commission (the SEC), any state securities commission, or any other regulatory body has approved or
disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Unit
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Total
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Public offering price
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$10.00
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$7,837,920.00
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Underwriting discount
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$0.20
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$156,758.40
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Proceeds, before expenses, to SEK
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$9.80
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$7,681,161.60
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The notes:
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Merrill Lynch & Co.
January 24, 2013
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Accelerated Return Notes® Linked to the S&P MidCap 400® Index
Maturity of approximately 14 months
3-to-1 upside exposure to
increases in the Index, subject to a capped return of 11.16%
1-to-1 downside exposure to decreases in the Index, with
100% of your investment at risk
All payments occur at maturity and are subject to the credit risk of SEK
No periodic interest payments
Limited secondary market liquidity, with no exchange listing
783,792
Units
$10 principal amount per unit
Term Sheet No. 44
CUSIP No. 01019A146
Pricing Date January 24, 2013
Settlement Date January 31, 2013
Maturity Date March 28,
2014
Enhanced Return
SEK
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Accelerated Return Notes
®
Linked to the S&P MidCap 400
®
Index, due March 28, 2014
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Summary
The Accelerated Return Notes
®
Linked to the S&P MidCap
400
®
Index due March 28, 2014 (the notes) are our senior unsecured debt securities. The notes are not guaranteed or insured by the Federal Deposit
Insurance Corporation or secured by collateral.
The notes will rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of
SEK.
The notes provide you a leveraged return, subject to a cap, if the Ending Value (as determined below) of the S&P MidCap 400
®
Index (the Index) is
greater than the Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes.
The terms and risks of the notes are contained in this term sheet and the documents listed below (together, the Note Prospectus). The documents have been filed as part of a registration statement with
the SEC, which may, without cost, be accessed on the SEC website as indicated below or obtained from MLPF&S by calling 1-866-500-5408:
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Product supplement ARN-4, dated November 28, 2011:
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http://www.sec.gov/Archives/edgar/data/352960/000090342311000577/sec-424b3_1128.htm
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Prospectus and prospectus supplement, each dated November 28, 2011:
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http://www.sec.gov/Archives/edgar/data/352960/000110465911066385/a11-30399_1f3asr.htm
Before you invest, you should read the
Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used
but not defined in this term sheet have the meanings set forth in product supplement ARN-4. Unless otherwise indicated or unless the context requires otherwise, all references in this document to we, us, our, or
similar references are to SEK.
Terms of the Notes
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Issuer:
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Aktiebolaget Svensk Exportkredit (Publ) (Swedish Export Credit Corporation) (SEK)
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Original Offering Price:
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$10.00 per unit
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Term:
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Approximately 14 months
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Market Measure:
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The S&P MidCap 400
®
Index (Bloomberg symbol: MID), a price return index.
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Starting Value:
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1,087.06
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Ending Value:
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The average of the closing levels of the Market Measure on each scheduled calculation day occurring during
the maturity valuation period. The calculation days are subject to postponement in the event of Market Disruption Events, as described on page P-14 of product supplement ARN-4.
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Capped Value:
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$11.116 per unit of the notes, which represents a return of 11.16% over the Original Offering
Price.
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Maturity Valuation Period:
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March 19, 2014, March 20, 2014, March 21, 2014, March 24, 2014, and March 25, 2014
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Participation Rate:
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300%
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Calculation Agent:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S).
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Fees Charged:
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The public offering price of the notes includes the underwriting discount of $0.20 per unit as listed on
the cover page and an additional charge of $0.075 per unit more fully described on page TS-10.
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Redemption Amount Determination
On the maturity date, you will receive a cash payment per unit determined as follows:
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Accelerated Return Notes
®
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TS-2
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Accelerated Return Notes
®
Linked to the S&P MidCap 400
®
Index, due March 28, 2014
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Investor Considerations
You may wish to consider an investment in the notes if:
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You anticipate that the Index will increase moderately from the Starting Value to the Ending Value.
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You are willing to risk a loss of principal and return if the Index decreases from the Starting Value to the Ending Value.
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You accept that the return on the notes, if any, will be capped.
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You are willing to forgo the interest payments that are paid on traditional interest bearing debt securities.
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You are willing to forgo dividends or other benefits of owning the stocks included in the Index.
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You are willing to accept a limited market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various
factors, including our actual and perceived creditworthiness, and the fees charged on the notes, as described on page TS-2.
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You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.
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The notes may not be an appropriate investment for you if:
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You believe that the Index will decrease from the Starting Value or that it will not increase sufficiently over the term of the notes to provide you with your
desired return.
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You seek principal protection or preservation of capital.
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You seek an uncapped return on your investment.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other distributions paid on the stocks included in the Index.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.
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We urge you to consult your investment, legal,
tax, accounting, and other advisors before you invest in the notes.
Hypothetical Payout Profile
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This
graph reflects the returns on the notes, based on the Participation Rate of 300% and the Capped Value of $11.116. The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the stocks
included in the Index, excluding dividends.
This graph has been prepared for
purposes of illustration only.
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Accelerated Return Notes
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TS-3
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Accelerated Return Notes
®
Linked to the S&P MidCap 400
®
Index, due March 28, 2014
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Hypothetical Payments at Maturity
The following table and examples are for purposes of illustration only. They are based on
hypothetical
values and show
hypothetical
returns on the notes.
The actual amount you receive and the
resulting total rate of return will depend on the actual Starting Value, Ending Value, and term of your investment.
The following table is based on
a Starting Value of 100, the Participation Rate of 300%, and the Capped Value of $11.116 per unit. It illustrates the effect of a range of Ending Values on the Redemption Amount per unit of the notes and the total rate of return to holders of the
notes. The following examples do not take into account any tax consequences from investing in the notes.
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Ending Value
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Percentage Change from
the Starting
Value to the
Ending Value
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Redemption
Amount per Unit
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Total Rate
of Return on
the Notes
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60.00
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-40.00
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%
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$6.000
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-40.000
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%
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70.00
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-30.00
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%
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$7.000
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-30.000
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%
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80.00
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-20.00
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%
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$8.000
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-20.000
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%
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90.00
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-10.00
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%
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$9.000
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-10.000
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%
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94.00
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-6.00
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%
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$9.400
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-6.000
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%
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97.00
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-3.00
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%
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$9.700
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-3.000
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%
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100.00
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(1)
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0.00
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%
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$10.000
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0.000
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%
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103.00
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3.00
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%
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$10.900
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9.000
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%
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106.00
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6.00
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%
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$11.116
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(2)
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11.160
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%
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110.00
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10.00
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%
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$11.116
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11.160
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%
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120.00
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20.00
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%
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$11.116
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11.160
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%
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130.00
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30.00
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%
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$11.116
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11.160
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%
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140.00
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40.00
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%
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$11.116
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11.160
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%
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150.00
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50.00
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%
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$11.116
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11.160
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%
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160.00
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60.00
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%
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$11.116
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11.160
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%
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(1)
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The
hypothetical
Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual Starting Value is 1,087.06, which
was the closing level of the Market Measure on the pricing date.
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(2)
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The Redemption Amount per unit cannot exceed the Capped Value.
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For recent actual levels of the Market Measure, see The Index section below. The Index is a price return index and as such the Ending Value will not include any income generated by dividends paid on the
stocks included in the Index, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.
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Accelerated Return Notes
®
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TS-4
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Accelerated Return Notes
®
Linked to the S&P MidCap 400
®
Index, due March 28, 2014
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Redemption Amount Calculation Examples
Example 1
The Ending Value is 80.00, or 80.00% of the Starting Value:
Starting Value: 100.00
Ending
Value: 80.00
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$10 ×
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(
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80
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)
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= $8.000
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Redemption Amount per unit
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100
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Example 2
The Ending Value
is 102.00, or 102.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 102.00
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$10 +
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[
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$10 × 300% ×
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(
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102 100
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)
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]
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= $10.600
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Redemption Amount per unit
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100
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Example 3
The Ending Value
is 130.00, or 130.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 130.00
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$10 +
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[
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$10 × 300% ×
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(
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130 100
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)
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]
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= $19.000, however, because the Redemption Amount for the notes cannot
exceed the Capped Value, the Redemption Amount will be $11.116 per unit
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100
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Accelerated Return Notes
®
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TS-5
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Accelerated Return Notes
®
Linked to the S&P MidCap 400
®
Index, due March 28, 2014
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Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more
detailed explanation of risks relating to the notes in the Risk Factors section beginning on page P-4 of product supplement ARN-4, as well as the explanation of certain risks related to SEK contained in Item 3 of our Annual Report
on Form 20-F for the fiscal year ended December 31, 2011, which was filed with the SEC on March 19, 2012 and is incorporated by reference herein. We also urge you to consult your investment, legal, tax, accounting, and other advisors
before you invest in the notes.
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Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of
principal.
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Your yield may be less than the yield you could earn by owning a conventional debt security of comparable maturity.
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Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If
we become insolvent or are unable to pay our obligations, you may lose your entire investment.
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Your investment return, if any, is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the stocks
included in the Index.
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If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for the notes due to, among other things, the
inclusion of fees charged for developing, hedging and distributing the notes, as described on page TS-10 and various credit, market and economic factors that interrelate in complex and unpredictable ways.
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A trading market is not expected to develop for the notes. We, MLPF&S and our respective affiliates are not obligated to make a market for, or to repurchase,
the notes.
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The business, hedging and trading activities of MLPF&S and its affiliates (including trades in shares of companies included in the Index) and any hedging and
trading activities MLPF&S or its affiliates engage in for their clients accounts may affect the market value and return of the notes and may create conflicts of interest with you.
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The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.
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You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive securities or dividends or other
distributions by the issuers of those securities.
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While we, MLPF&S or our respective affiliates may from time to time own shares of companies included in the Index, MLPF&S and our respective affiliates
do not control any company included in the Index, and are not responsible for any disclosure made by any other company.
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There may be potential conflicts of interest involving the calculation agent. We have the right to appoint and remove the calculation agent.
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The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See Material Summary Tax
Consequences below and Material U.S. Federal Income Taxation Considerations beginning on page P-19 of product supplement ARN-4.
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In addition to these risk factors, it is important to bear in mind that the notes are senior debt securities of SEK and are not guaranteed or insured by the FDIC or secured by collateral, nor are they obligations
of, or guaranteed by, the Kingdom of Sweden. The notes will rank equally with all of SEKs unsecured and unsubordinated debt, and any payments due on the notes, including any repayment of principal, will be subject to the credit risk of SEK.
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Accelerated Return Notes
®
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TS-6
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Accelerated Return Notes
®
Linked to the S&P MidCap 400
®
Index, due March 28, 2014
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The Index
All disclosures contained in this term sheet regarding the Index, including, without limitation, its make up, method of calculation, and changes in its components, have been derived from publicly available sources.
The information reflects the policies of, and is subject to change by, S&P Dow Jones Indices LLC (S&P or the Index sponsor). S&P, which owns the copyright and all other rights to the Index, has no obligation to
continue to publish, and may discontinue publication of, the Index. The consequences of any discontinuance of the Index are discussed in the section entitled Description of the Notes Discontinuance of the Market Measure beginning
on page P-15 of product supplement ARN-4. None of us, the calculation agent or MLPF&S accepts any responsibility for the calculation, maintenance, or publication of the Index or any successor index.
General
The Index is intended to provide a benchmark for
the performance of the publicly traded mid-sized U.S. companies. The Index tracks the stock price movement of 400 companies with mid-sized market capitalizations, ranging from $1 billion to $4.4 billion. The calculation of the level of the Index is
based on the relative value of the aggregate market value of the common stocks of 400 companies as of a particular time compared to the aggregate average market value of the common stocks of 400 similar companies on the base date of June 28,
1991.
S&P chooses companies for inclusion in the Index with the aim of achieving a distribution by broad industry groupings that approximates the
distribution of these groupings in the common stock population of the medium capitalization segment of the U.S. equity market. Relevant criteria employed by S&P include U.S. company status, a market capitalization range between $1 billion and
$4.4 billion, financial viability, adequate liquidity, and a public float of at least 50%, sector representation, and status as an operating company. Ten main groups of companies comprise the Index, with the approximate percentage of the market
capitalization of the Index included in each group as of December 31, 2012 indicated in parentheses: Consumer Discretionary (13.3%); Consumer Staples (3.8%); Energy (6.1%); Financials (21.9%); Health Care (9.4%); Industrials (17.3%);
Information Technology (15.5%); Materials (7.2%); Telecommunication Services (0.5%); and Utilities (4.9%). S&P from time to time, in its sole discretion, may add companies to, or delete companies from, the Index to achieve the objectives stated
above.
S&P calculates the Index by reference to the prices of the constituent stocks of the Index without taking account of the value of dividends
paid on those stocks. As a result, the return on the Notes will not reflect the return you would realize if you actually owned the Index constituent stocks and received dividends paid on those stocks.
Computation of the Index
While S&P currently employs
the following methodology to calculate the Index, no assurance can be given that S&P will not modify or change this methodology in a manner that may affect the amount an investor receives on the maturity date of the Notes.
Historically, the market value of any component stock of the Index was calculated as the product of the market price per share and the number of then outstanding
shares of such component stock. In March 2005, S&P began shifting the Index halfway from a market capitalization weighted formula to a float-adjusted formula, before moving the Index to full float adjustment on September 16, 2005.
S&Ps criteria for selecting stocks for the Index did not change with the shift to float adjustment. However, the adjustment affects each companys weight in the Index.
Under float adjustment, the share counts used in calculating the Index reflect only those shares that are available to investors, not all of a companys outstanding shares. S&P defines three groups of
shareholders whose holdings are subject to float adjustment:
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holdings by other publicly traded corporations, venture capital firms, private equity firms, strategic partners, or leveraged buyout groups;
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holdings by government entities, including all levels of government in the U.S. or foreign countries; and
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holdings by current or former officers and directors of a company, founders of the company, or family trusts of officers, directors, or founders, as well as
holdings of trusts, foundations, pension funds, employee stock ownership plans, or other investment vehicles associated with and controlled by the company.
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However, treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. In cases where holdings in a group exceed
10% of the outstanding shares of a company, the holdings of that group are excluded from the float-adjusted count of shares to be used in the index calculation. Mutual funds, investment advisory firms, pension funds, or foundations not associated
with the company and investment funds in insurance companies, shares of a U.S. company traded in Canada as exchangeable shares, shares that trust beneficiaries may buy or sell without difficulty or significant additional expense beyond
typical brokerage fees, and, if a company has multiple classes of stock outstanding, shares in an unlisted or non-traded class if such shares are convertible by shareholders without undue delay and cost, are also part of the float.
For each stock, an investable weight factor (IWF) is calculated by dividing the available float shares, defined as the total shares outstanding less
shares held in one or more of the three groups listed above, where the group holdings exceed 10% of the outstanding shares, by the total shares outstanding. The float-adjusted index is then calculated multiplying, for each stock in the Index, the
IWF, the price, and total number of shares outstanding, adding together the resulting amounts, and then dividing that sum by the index divisor.
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Accelerated Return Notes
®
|
|
TS-7
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|
Accelerated Return Notes
®
Linked to the S&P MidCap 400
®
Index, due March 28, 2014
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For companies with multiple classes of stock, S&P calculates the weighted average IWF for each stock using the
proportion of the total company market capitalization of each share class as weights.
The Index is calculated using a base-weighted aggregate
methodology. The level of the Index reflects the total market value of all 400 component stocks relative to the base date of June 28, 1991. An indexed number is used to represent the results of this calculation in order to make the level easier
to work with and track over time.
The actual total market value of the component stocks on the base date of June 28, 1991 has been set to an
indexed value of 100. This is often indicated by the notation June 28, 1991 = 100. In practice, the daily calculation of the Index is computed by dividing the total market value of the component stocks by the index divisor. By
itself, the index divisor is an arbitrary number. However, in the context of the calculation of the Index, it serves as a link to the original base period level of the Index. The index divisor keeps the Index comparable over time and is the
manipulation point for all adjustments to the Index, which is index maintenance.
Index Maintenance
Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and stock
price adjustments due to company restructuring or spin-offs. Some corporate actions, such as stock splits and stock dividends, require changes in the common shares outstanding and the stock prices of the companies in the Index, and do not require
index divisor adjustments.
To prevent the level of the Index from changing due to corporate actions, corporate actions which affect the total market
value of the Index require an index divisor adjustment. By adjusting the index divisor for the change in market value, the level of the Index remains constant and does not reflect the corporate actions of individual companies in the Index. Index
divisor adjustments are made after the close of trading and after the calculation of the Index closing level.
Changes in a companys shares
outstanding of 5.00% or more due to mergers, acquisitions, public offerings, tender offers, Dutch auctions, or exchange offers are made as soon as reasonably possible. All other changes of 5.00% or more (due to, for example, company stock
repurchases, private placements, redemptions, exercise of options, warrants, conversion of preferred stock, notes, debt, equity participation units, at-the-market stock offerings, or other recapitalizations) are made weekly and are announced on
Wednesday for implementation after the close of trading on the following Wednesday. Changes of less than 5.00% due to a companys acquisition of another company in the Index are made as soon as reasonably possible. All other changes of less
than 5.00% are accumulated and made quarterly on the third Friday of March, June, September, and December, and are usually announced two to five days prior.
Changes in IWFs of more than five percentage points caused by corporate actions (such as merger and acquisition activity, restructurings, or spinoffs) will be made as soon as reasonably possible. Other changes in
IWFs will be made annually, when IWFs are reviewed.
The following graph shows the monthly historical performance of the Index in the period from
January 2007 through December 2012. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the closing level of the
Index was 1,087.06.
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Accelerated Return Notes
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TS-8
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Accelerated Return Notes
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Linked to the S&P MidCap 400
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Index, due March 28, 2014
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This historical data on the Index is not necessarily indicative of the future performance of the Index or what
the value of the notes may be. Any historical upward or downward trend in the level of the Index during any period set forth above is not an indication that the level of the Index is more or less likely to increase or decrease at any time over the
term of the notes.
Before investing in the notes, you should consult publicly available sources for the levels and trading pattern of the Index.
License Agreement
S&P
®
is a registered trademark of Standard &
Poors Financial Services LLC (S&P) and Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). These
trademarks have been licensed for use by S&P Dow Jones Indices LLC. Standard & Poors
®
, S&P MidCap 400
®
Index, and S&P
®
are trademarks of S&P. These trademarks have been
sublicensed for certain purposes by MLPF&S and have been sublicensed by us. The Index is a product of S&P Dow Jones Indices LLC and/or its affiliates and has been licensed for use by MLPF&S and sublicensed by us.
The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates (collectively,
S&P Dow Jones Indices). S&P Dow Jones Indices make no representation or warranty, express or implied, to the holders of the notes or any member of the public regarding the advisability of investing in securities generally or
in the notes particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices only relationship to MLPF&S with respect to the Index is the licensing of the Index and certain trademarks, service
marks and/or trade names of S&P Dow Jones Indices and/or its third party licensors. The Index is determined, composed and calculated by S&P Dow Jones Indices without regard to us, MLPS&S, or the notes. S&P Dow Jones Indices have
no obligation to take our needs or the needs of MLPF&S or holders of the notes into consideration in determining, composing or calculating the Index. S&P Dow Jones Indices are not responsible for and have not participated in the
determination of the prices, and amount of the notes or the timing of the issuance or sale of the notes or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P Dow Jones Indices have
no obligation or liability in connection with the administration, marketing or trading of the notes. There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment
returns. S&P Dow Jones Indices LLC and its subsidiaries are not investment advisors. Inclusion of a security or futures contract within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security
or futures contract, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the notes currently being issued by us,
but which may be similar to and competitive with the notes. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Index. It is possible that this trading activity will affect
the value of the notes. S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION
(INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US, MLPF&S, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR
WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT
LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND MLPF&S, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
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Accelerated Return Notes
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TS-9
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Accelerated Return Notes
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Linked to the S&P MidCap 400
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Index, due March 28, 2014
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Supplement to the Plan of Distribution
We will deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934,
trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than three business days prior to the
original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any
securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units.
If you place an order to
purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
MLPF&S may repurchase and
resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices. MLPF&S may act as principal or agent in these market-making transactions; however it is not obligated to engage
in any such transactions.
The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing
investors with the description of the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for
information regarding SEK or for any purpose other than that described in the immediately preceding sentence.
Role of MLPF&S
MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated
underwriting discount. The public offering price includes, in addition to the underwriting discount, a charge of approximately $0.075 per unit, reflecting an estimated profit earned by MLPF&S from transactions through which the notes are
structured and resulting obligations hedged. Actual profits or losses from these hedging transactions may be more or less than this amount.
All charges
related to the notes, including the underwriting discount and the hedging related costs and charges, reduce the economic terms of the notes. For further information regarding these charges, our trading and hedging activities and conflicts of
interest, see Risk Factors General beginning on page P-4 and Use of Proceeds and Hedging on page P-22 of product supplement ARN-4.
Material Summary Tax Consequences
You should read carefully the discussion under the section
entitled Material U.S. Federal Income Taxation Considerations beginning on page P-19 of product supplement ARN-4.
An investment in the
notes includes the following U.S. federal income tax consequences:
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax
purposes as a single financial contract with respect to the Market Measure.
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Under this characterization and tax treatment of the notes, a U.S. Holder (as defined in product supplement ARN-4) generally will recognize capital gain or loss
upon maturity or upon a sale, exchange, or redemption of the notes prior to maturity, and will not be required to recognize current income prior to maturity or prior to such sale or exchange. Capital gain or loss generally will be long-term capital
gain or loss if you held the notes for more than one year.
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes. Accordingly, no assurance can be given that
the IRS or any court will agree with this characterization and tax treatment. Under alternative characterizations of the notes, it is possible, for example, that the notes could be treated as contingent payment debt instruments, or as including a
debt instrument and a forward contract or two or more options. In addition, proposed changes in law or administrative guidance could materially affect the tax treatment of the notes. As a result, the timing and character of income on the notes could
differ materially from the above description. For example, it is possible that a holder of the notes could be required to accrue income over the term of the notes and/or recognize ordinary gain or loss upon maturity of the notes.
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You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and
disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.
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Accelerated Return Notes
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TS-10
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Accelerated Return Notes
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Linked to the S&P MidCap 400
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Index, due March 28, 2014
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Validity of the Notes
In the opinion of Cleary Gottlieb Steen & Hamilton LLP, when the notes offered by this term sheet have been executed and issued by SEK and authenticated by the Trustee pursuant to the Indenture, and
delivered against payment as contemplated herein, such notes will be legal, valid and binding obligations of SEK, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting
creditors rights generally from time to time in effect and subject to general principles of equity, regardless of whether such is considered in a proceeding in equity or at law.
This opinion is given as of the date of this term sheet and is limited to matters governed by the federal laws of the United States of America and the laws of the State of New York. With respect to matters governed
by the law of Sweden, including the valid existence of SEK, its corporate power to issue the notes and its due authorization of all necessary action in connection with such issuance and its performance of related obligations including execution and
delivery, we have relied on the opinion dated November 28, 2011 of Advokatfirma Vinge KB, Swedish counsel to SEK, which has been filed as exhibit number 5(a) to SEKs Registration Statement on Form F-3 dated November 28, 2011. In
addition, this opinion is subject to customary assumptions as to legal capacity, genuineness of signatures and authenticity of documents and our reliance on SEK and other sources as to certain factual matters, as stated in the opinion dated
November 28, 2011, which has been filed as exhibit number 5(b) to SEKs Registration Statement on Form F-3 dated November 28, 2011. This opinion is also subject to the discussion, as stated in such letter, of the enforcement of notes
denominated in a currency other than U.S. dollars. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission
thereunder.
Where You Can Find More Information
We have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read
the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S toll-free at 1-866-500-5408.
Market-Linked Investments Classification
MLPF&S classifies certain market-linked investments (the Market-Linked Investments) into categories, each
with different investment characteristics. The following description is meant solely for informational purposes and is not intended to represent any particular Enhanced Return Market-Linked Investment or guarantee any performance.
Enhanced Return Market-Linked Investments are short- to medium-term investments that offer you a way to enhance exposure to a particular market view without taking
on a similarly enhanced level of market downside risk. They can be especially effective in a flat to moderately positive market (or, in the case of bearish investments, a flat to moderately negative market). In exchange for the potential to receive
better-than market returns on the linked asset, you must generally accept market downside risk and capped upside potential. As these investments are not market downside protected, and do not assure full repayment of principal at maturity, you need
to be prepared for the possibility that you may lose all or part of your investment.
Accelerated Return Notes
®
and ARNs
®
are registered service marks of Bank of America Corporation, the
parent company of MLPF&S.
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Accelerated Return Notes
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TS-11
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