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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$26,421,930.00
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100%
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$26,421,930.00
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$3,603.95 (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. $25,631.38 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. $3,603.95 of that amount is being offset against the registration fee for this offering and $22,027.43 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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$26,421,930.00
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Underwriting discount
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$0.20
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$528,438.60
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Proceeds, before expenses, to SEK
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$9.80
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$25,893,491.40
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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.
May 30, 2013
2,642,193 Units
$10 principal amount per unit
Term Sheet No. 54
CUSIP No. 01020G504
SEK
Pricing Date May 30, 2013
Settlement Date June 6, 2013
Maturity Date July 25, 2014
Accelerated Return Notes® Linked to the Russell 2000® Index
Maturity of approximately 14 months
3-to-1 upside exposure to increases in the Index, subject to a capped return of 14.55%
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
Enhanced Return
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Accelerated Return Notes
®
Linked to the Russell 2000
®
Index, due July 25, 2014
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Summary
The Accelerated Return Notes
®
Linked to the Russell
2000
®
Index due July 25, 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 Russell 2000
®
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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§
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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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§
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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 Russell 2000
®
Index
(Bloomberg symbol: “RTY”), a price return index.
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Starting Value:
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994.43
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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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$11.455 per unit of the notes, which represents a return of 14.55% over the Original Offering
Price.
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Maturity Valuation Period:
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July 16, 2014, July 17, 2014, July 18, 2014, July 21, 2014, and July 22, 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 Russell 2000
®
Index, due July 25, 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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§
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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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§
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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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§
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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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§
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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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§
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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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§
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You seek an investment for which there will be a liquid secondary market.
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§
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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 $11.455. 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 Russell 2000
®
Index, due July 25, 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 $11.455 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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$11.455
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(2)
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14.550
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%
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110.00
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10.00
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%
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$11.455
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14.550
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%
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120.00
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20.00
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%
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$11.455
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14.550
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%
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130.00
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30.00
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%
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$11.455
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14.550
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%
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140.00
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40.00
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%
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$11.455
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14.550
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%
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150.00
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50.00
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%
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$11.455
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14.550
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%
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160.00
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60.00
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%
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$11.455
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14.550
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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 994.43, 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 Russell 2000
®
Index, due July 25, 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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=
$8.00
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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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= $10.60
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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= $19.00, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $11.455 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 Russell 2000
®
Index, due July 25, 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, 2012, which was filed with the SEC on February 27, 2013 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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§
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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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§
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Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate 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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§
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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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§
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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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§
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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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§
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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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§
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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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§
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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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§
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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, we, 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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§
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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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§
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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 SEK’s 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 Russell 2000
®
Index, due July 25, 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, Russell Investments (“Russell”). Russell, 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 Russell discontinuing publication 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.
“Russell 2000
®
” and “Russell 3000
®
” are trademarks of Russell and have been licensed for use by SEK. The Notes are not sponsored, endorsed, sold, or promoted by Russell, and Russell makes no
representation regarding the advisability of investing in the Notes.
Russell began dissemination of the Index (Bloomberg L.P.
index symbol “RTY”) on January 1, 1984 and calculates and publishes the Index. The Index was set to 135 as of the close of business on December 31, 1986. The Index is designed to track the performance of the small capitalization
segment of the U.S. equity market. As a subset of the Russell 3000
®
Index, the Index consists of the smallest 2,000 companies included in the Russell 3000
®
Index. The Russell 3000
®
Index measures the performance of the largest 3,000 U.S. companies,
representing approximately 98% of the investable U.S. equity market. The Index is determined, comprised, and calculated by Russell without regard to the Notes.
Selection of Stocks Underlying the Index
All companies eligible for inclusion in the Index must be classified
as a U.S. company under Russell’s country-assignment methodology. If a company is incorporated, has a stated headquarters location, and trades in the same country (American Depositary Receipts and American Depositary Shares are not eligible),
then the company is assigned to its country of incorporation. If any of the three factors are not the same, Russell defines three Home Country Indicators (“HCIs”): country of incorporation, country of headquarters, and country of the most
liquid exchange (as defined by a two-year average daily dollar trading volume) (“ADDTV”). Using the HCIs, Russell compares the primary location of the company’s assets with the three HCIs. If the primary location of its assets matches
any of the HCIs, then the company is assigned to the primary location of its assets. If there is insufficient information to determine the country in which the company’s assets are primarily located, Russell will use the primary country from
which the company’s revenues are primarily derived for the comparison with the three HCIs in a similar manner. For the 2010 reconstitution, Russell will use one year of assets or revenues data to determine the country for the company. Beginning
in 2011, Russell will use the average of two years of assets or revenues data, in order to reduce potential turnover. Assets and revenues data are retrieved from each company’s annual report as of the last trading day in May. If conclusive
country details cannot be derived from assets or revenues data, Russell will assign the company to the country of its headquarters, which is defined as the address of the company’s principal executive offices, unless that country is a Benefit
Driven Incorporation “BDI” country, in which case the company will be assigned to the country of its most liquid stock exchange. BDI countries include: Anguilla, Antigua and Barbuda, Bahamas, Barbados, Belize, Bermuda, British Virgin
Islands, Cayman Islands, Channel Islands, Cook Islands, Faroe Islands, Gibraltar, Isle of Man, Liberia, Marshall Islands, Netherlands Antilles, Panama, and Turks and Caicos Islands.
All securities eligible for inclusion in the Index must trade on a major U.S. exchange. Bulletin board, pink-sheets, and over-the-counter (“OTC”) traded securities are not eligible for inclusion. Stocks
must trade at or above $1.00 on their primary exchange on the last trading day in May to be eligible for inclusion during annual reconstitution. However, in order to reduce unnecessary turnover, if an existing member’s closing price is less
than $1.00 on the last day of May, it will be considered eligible if the average of the daily closing prices (from its primary exchange) during the month of May is equal to or greater than $1.00. Nonetheless, a stock’s closing price (on its
primary exchange) on the last trading day in May will be used to calculate market capitalization and index membership. Initial public offerings are added each quarter and must have a closing price at or above $1.00 on the last day of their
eligibility period in order to qualify for index inclusion. If a stock, new or existing, does not have a closing price at or above $1.00 (on its primary exchange) on the last trading day in May, but does have a closing price at or above $1.00 on
another major U.S. exchange, that stock will be eligible for inclusion, but the lowest price from a non-primary exchange will be used to calculate market capitalization and index membership.
An important criteria used to determine the list of securities eligible for the Index is total market capitalization, which is defined as the market price as of the last trading day in May for those securities
being considered at annual reconstitution times the total number of shares outstanding. Common stock, non-restricted exchangeable shares and partnership units/membership interests are used to determine market capitalization. Any other form of shares
such as preferred stock, convertible preferred stock, redeemable shares, participating preferred stock, warrants and rights, or trust receipts, are excluded from the calculation. Companies with a total market capitalization of less than $30 million
are not eligible for the Index. Similarly, companies with only 5% or less of their shares available in the marketplace are not eligible for the Index.
Royalty trusts, limited liability companies, closed-end investment companies (business development companies are eligible), blank check companies, special purpose
acquisition companies, and limited partnerships are also ineligible for inclusion. In general, only one class of common stock of a company is eligible for inclusion in the Index, although exceptions to this general rule have been made where Russell
has determined that each class of common stock acts independent of the other.
Annual reconstitution is a process by which the Index is completely
rebuilt. Based on closing levels of the company’s common stock on its primary exchange on the last trading day of May of each year, Russell reconstitutes the composition of the Index using the then
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Accelerated Return Notes
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TS-7
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Accelerated Return Notes
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existing market capitalizations of eligible companies. Reconstitution of the Index occurs on the last Friday in June or, when the last Friday in June is the 28th, 29th, or 30th, reconstitution
occurs on the prior Friday. In addition, Russell adds initial public offerings to the Index on a quarterly basis based on market capitalization guidelines established during the most recent reconstitution.
After membership is determined, a security’s shares are adjusted to include only those shares available to the public. This is often referred to as “free
float.” The purpose of the adjustment is to exclude from market calculations the capitalization that is not available for purchase and is not part of the investable opportunity set.
As a capitalization-weighted index, the Index reflects changes in the capitalization, or market value, of the component stocks relative to the entire market value of the Index. The current Index level is calculated
by adding the market values of the Index’s component stocks, which are derived by multiplying the price of each stock by the number of shares outstanding, to arrive at the available market capitalization of the 3,000 stocks. The available
market capitalization is then divided by a divisor, which represents the index value of the Index. To calculate the Index, closing prices will be used from the primary exchange of each security. If a component stock is not open for trading, the most
recently traded price for that security will be used in calculating the Index. In order to provide continuity for the Index’s level, the divisor is adjusted periodically to reflect events including changes in the number of common shares
outstanding for component stocks, company additions or deletions, corporate restructurings, and other capitalization changes.
The following graph
shows the monthly historical performance of the Index in the period from January 2008 through April 2013. 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 994.43.
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.
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Accelerated Return Notes
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TS-8
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Accelerated Return Notes
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Index, due July 25, 2014
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License Agreement
Frank Russell Company, doing business as Russell Investment Group (“Russell”) and SEK have entered into a non-exclusive license agreement granting SEK, in exchange for a fee, permission to use the Russell
2000
®
Index in connection with the offer and sale of the notes. SEK is not affiliated with Russell; the only relationship between Russell and SEK is the licensing of the
use of the Russell 2000
®
Index (a trademark of Russell) and trademarks relating to the Russell
2000
®
Index.
SEK does not accept any responsibility
for the calculation, maintenance or publication of the Russell 2000
®
Index or any successor index.
The notes are not sponsored, endorsed, sold or promoted by Russell. Russell makes no representation or warranty, express or implied, to the owners 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 stock market performance or a segment of the same. Russell’s publication of the Index in no way suggests or implies an opinion by
Russell as to the advisability of investment in any or all of the securities upon which the Index is based. Russell’s only relationship to SEK is the licensing of certain trademarks and trade names of Russell and of the Index, which is
determined, composed and calculated by Russell without regard to SEK or the notes. Russell is not responsible for and has not reviewed the notes nor any associated literature or publications and Russell makes no representation or warranty express or
implied as to their accuracy or completeness, or otherwise. Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Index. Russell has no obligation or liability in connection with the
administration, marketing or trading of the notes.
RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED
THEREIN AND RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY SEK, MERRILL LYNCH, INVESTORS, OWNERS OF THE NOTES, OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN. RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
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Accelerated Return Notes
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Linked to the Russell 2000
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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.
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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.
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 SEK’s 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
SEK’s 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.
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TS-11
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Accelerated Return Notes
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Index, due July 25, 2014
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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
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” are registered service marks of Bank of America Corporation, the
parent company of MLPF&S.
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