SUPPLEMENT DATED AUGUST 23, 2011 TO THE PROSPECTUS DATED MARCH 11, 2011 Swedbank Mortgage AB (publ) (Incorporated with limited liability in the Kingdom of Sweden) U.S.$15,000,000,000 Programme for the Issuance of S.O. Bonds guaranteed by Swedbank AB (publ) This Supplement (the “Supplement”) constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the “FSMA”) and is prepared in connection with the U.S.$15,000,000,000 Programme for the Issuance of S.O. Bonds (the “Programme”) established by Swedbank Mortgage AB (publ) (the “Company”) and guaranteed by Swedbank AB (publ) (the “Guarantor”). This Supplement is supplemental to, and should be read in conjunction with, the prospectus (the “Prospectus”) dated March 11, 2011 relating to the Programme which comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). Terms defined in the Prospectus have the same meaning when used in this Supplement. Each of the Company and the Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Company and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. On July 21, 2011, each of the Company and the Guarantor published its interim report containing the condensed consolidated unaudited interim financial information as at and for the six month period ended June 30, 2011 (the “Company Interim Report” and the “Guarantor Interim Report”, respectively). A copy of each of the Company Interim Report and the Guarantor Interim Report has been filed with the Financial Services Authority and, by virtue of this Supplement, the Company Interim Report and the Guarantor Interim Report are incorporated in, and form part of, the Prospectus. Copies of all documents incorporated by reference in the Prospectus can be obtained, upon request and free of charge, from the registered office of the Company and from the specified office of the Fiscal Agent in London and will be available for viewing on the website of the Company at www.swedbank.com, as described on page XI of the Prospectus. In addition, the Company and the Guarantor wish to update the following sections of the Prospectus in order to provide updated information to potential investors with respect to (i) the business, results of operations and financial condition of each of the Company and the Guarantor following the publication of the Company Interim Report and the Guarantor Interim Report, (ii) risk factors describing current economic and market conditions that may affect the Company’s ability to fulfill its obligations under S.O. Bonds issued under the Programme and/or the Guarantor’s ability to fulfill its obligations under the Guarantee and (iii) the management of the Company and the Guarantor: (i) Exchange Rates; (ii) Presentation of Certain Financial and Other Information; (iii) Overview of the Company and the Guarantor; (iv) Risk Factors; (v) Swedbank Mortgage AB (publ);
(vi) Swedbank AB (publ); (vii) Selected Financial Information; (viii) Management’s Discussion and Analysis; (ix) Capitalisation and Indebtedness; (x) Selected Statistical and Other Information; (xi) Risk Management; (xii) Management; and (xiii) General Information. If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference or attached to this Supplement. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in, or incorporated by reference into, the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus. Investors should be aware of their rights under Section 87(Q)4 of the FSMA. 2
Amendments to “Exchange Rates” The section “Exchange Rates” as set out in the Prospectus shall with effect from the date hereof be amended as follows: The table setting forth, for the periods and dates indicated, certain information concerning the exchange rate for Swedish Krona per U.S. dollar on page VI shall be amended by the insertion of the following rows in place of the row “March 1, 2011 to March 10, 2011”: Average 1 High 2 Low 2 Period end SEK SEK SEK SEK March 2011 ................................................................................ 6.3235 6.3481 6.4822 6.2800 April 2011 ................................................................................... 6.0419 6.1988 6.3313 6.0144 May 2011 ................................................................................... 6.1718 6.2588 6.3884 6.0168 June 2011 .................................................................................. 6.3284 6.3331 6.4973 6.1315 July 2011 ................................................................................... 6.2772 6.3888 6.5865 6.2434 August 1, 2011 to August 19, 2011 ........................................... 6.4824 6.4449 6.5835 6.3214 The following sentence shall be inserted immediately following the sentence “On March 10, 2011, the exchange rate was SEK 6.387 per U.S. dollar.”: “On August 19, 2011, the exchange rate was SEK 6.4824 per U.S. dollar.” The amendments described above should be read in conjunction with the section “Exchange Rates” on page VI of the Prospectus. 3
Amendments to “Presentation of Certain Financial and Other Information” The section “Presentation of Certain Financial and Other Information” as set out in the Prospectus shall with effect from the date hereof be amended as follows: The following text shall be inserted immediately following the word “States.” in line 7 of the third paragraph of the section on page VII: “Certain financial information set out herein has been derived from the Company Interim Report and the Guarantor Interim Report. These Interim Reports have been prepared in accordance with International Accounting Standard 34 – “Interim Financial Reporting” (“IAS 34”).” The following sentence shall be inserted immediately following the word “Bloomberg.” in line 12 of the fourth paragraph of the section on page VII: “Unless otherwise noted, all translations of SEK amounts into U.S. dollars for the period ended June 30, 2011 have been at the rate of SEK 6.3284 = U.S.$1.00, being the representative market rate prevailing in Stockholm (the “Representative Market Rate”) on June 30, 2011, as reported by Bloomberg.” The amendments described above should be read in conjunction with the section “Presentation of Certain Financial and Other Information” as set out in the Prospectus. 4
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