Bond Investor AB 1.5% ( XS2015329498 ) in EUR

Investor AB

100 % ▲

Sweden

XS2015329498 ( in EUR )

1.5% per year ( payment 1 time a year)

20/06/2039 - Bond has expired

Prospectus brochure of the bond Investor AB XS2015329498 in EUR 1.5%, expired

The Bond issued by Investor AB ( Sweden ) , in EUR, with the ISIN code XS2015329498, pays a coupon of 1.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 20/06/2039

Prospectus dated 30 April 2019
Investor AB
(incorporated as a limited liability company in the Kingdom of Sweden)
5,000,000,000
Debt Issuance Programme
Under the Debt Issuance Programme described in this Prospectus (the "Programme"), Investor AB (publ) ("Investor", the "Issuer" or the "Company"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the "Notes"). The aggregate principal
amount of Notes outstanding will not at any time exceed 5,000,000,000 (or the equivalent in other currencies).
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the "Prospectus Act 2005") to approve this document as a base prospectus.
By approving this Prospectus, the CSSF assumes no responsibility for the economic and financial soundness of the transaction contemplated by this
Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the Programme for the period of twelve months from the date of approval by the CSSF of this
Prospectus to be admitted to listing on the Official List of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the
Luxembourg Stock Exchange's regulated market (the "Market"). This Prospectus replaces and supersedes the prospectus published by the Issuer on 2 May
2018. References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the
Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament
and of the Council on markets in financial instruments (as amended or superseded, "MiFID II"). However, Notes may be listed on any other stock exchange
or may be unlisted as specified in the relevant Final Terms (as defined below).
As at the date of this Prospectus, the Issuer and the Programme are each rated Aa3 (stable outlook) by Moody's Deutschland GmbH ("Moody's") and AA-
(stable outlook) by Standard & Poor's Credit Market Services Europe Limited, a division of The McGraw-Hill Companies Inc. ("S&P"). Tranches of Notes
(as defined in "General Description of the Programme") may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in the
applicable Final Terms. Credit ratings included or referred to in this Prospectus have been issued by Moody's and S&P, each of which is established in the
European Union and is registered under Regulation (EC) No 1060/2009 (the "CRA Regulation") of the European Parliament and of the Council of 16
September 2009 on credit rating agencies. Fitch and S&P are established in the European Union and registered under the CRA Regulation. Further
information relating to the registration of rating agencies under the CRA Regulation can be found on the website of the European Securities and Markets
Authority on its website (at http://www.esma.europa.eu/page/list-registered-and-certified-CRAs) in accordance with the CRA Regulation. A security rating
is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Each Series (as defined in "General Description of the Programme") of Notes in bearer form will initially be represented on issue by a temporary global
note in bearer form (each a "Temporary Global Note"), or a permanent global note in bearer form (each a "Permanent Global Note"). Notes in registered
form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of
Registered Notes of one Series. If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global
Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear
Bank SA/NV ("Euroclear") and Clearstream Banking SA. ("Clearstream, Luxembourg") (the "Common Depositary"). Global Notes which are not
issued in NGN form ("Classic Global Notes" or "CGNs") and Certificates may be deposited on the issue date of the relevant Tranche with the Common
Depositary. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Overview of
Provisions Relating to the Notes while in Global Form".
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area (the "EEA") or offered to the public
in a Member State of the EEA in circumstances which require the publication of a prospectus under Directive 2003/71/EC (as amended or superseded, the
"Prospectus Directive"), as amended, the minimum specified denomination shall be 100,000 (or its equivalent in any other currency as at the date of
issue of the Notes).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Arranger
J.P. Morgan
Dealers
Citigroup
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Morgan Stanley
SEB

This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for
the purpose of giving information with regard to the Issuer and its subsidiaries and affiliates taken as a whole
(the "Group") which, according to the particular nature of the Issuer and the Notes, is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and
prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for each
Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having taken all
reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance
with the facts and does not omit anything likely to affect the import of such information.
Neither the Arranger nor Dealers nor any of their respective affiliates have authorised the whole or any part of
this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Prospectus or accepts any responsibility for any
act or omission of the Issuer or any other person (other than the relevant Dealer(s)) in connection with the issue
and offering of any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note
shall in any circumstances create any implication that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date of this
Prospectus.
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be
made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State,
from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending
to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in
this Prospectus as completed by final terms in relation to the offer of those Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by
reference (see "Documents Incorporated by Reference" below) and, in relation to any Series of Notes, should
be read and construed together with the relevant Final Terms (as defined herein). Copies of the Final Terms will
be available from the registered office of the Issuer and the specified office of the Paying Agent, and, in the
case of Notes listed on the Official List and admitted to trading on the Market, the applicable Final Terms will
also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
No person has been authorised to give any information or to make any representations other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Dealers or the Arranger (as defined in "General Description of the Programme"). Neither the delivery of this
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon
which this Prospectus has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Issuer or the Group since the date hereof or the date upon which this
Prospectus has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Dealers and the
2

Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not
be registered under the United States Securities Act of 1933 (the "Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the United States. The Notes include Notes in bearer
form that are subject to US tax law requirements. Subject to certain exceptions, Notes may not be offered, sold
or delivered within the United States or to, or for the account or benefit of, US persons (as defined in the US
Internal Revenue Code of 1986, as amended, and regulations thereunder). The Notes are being offered and sold
outside the United States to non-US persons in reliance on Regulation S under the Securities Act ("Regulation
S"). For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus,
see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the
contents of this Prospectus or for any other statement, made or purported to be made by the Arranger or a Dealer
or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and each
Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as
referred to above) which it might otherwise have in respect of this Prospectus or any such statement. Neither
this Prospectus nor any document incorporated by reference nor any other financial statements are intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by any
of the Issuer, the Arranger or the Dealers that any recipient of this Prospectus or any other financial statements
or any document incorporated by reference should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Prospectus and its purchase of Notes
should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes
to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the
attention of any of the Dealers or the Arranger.
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Notes and the impact such investment will have on its
overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where principal or interest is payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Investors generally purchase Notes as a way to reduce risk or enhance yield with an understood, measured,
appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes unless it
has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform
3

under changing conditions, the resulting effects on the value of such Notes and the impact this investment will
have on the potential investor's overall investment portfolio.
The investment activities of certain investors are subject to investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under
any applicable risk-based capital or similar rules.
MIFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product
Governance Rules.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended, to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within
the meaning of Directive 2002/92/EC (as amended or superseded, the "IMD"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "US$" and "US
dollars" are to United States dollars, to "EUR" are to euro and to "SEK" are to Swedish kronor.
BENCHMARKS REGULATION Interest payable under Floating Rate Notes may be calculated by
reference to certain reference rates. Any such reference rate may constitute a benchmark for the purposes of
Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). If any such reference rate does constitute such a
benchmark, the Final Terms will indicate whether or not the benchmark is provided by an administrator included
in the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmarks
Regulation. Transitional provisions in the Benchmarks Regulation may have the result that the administrator of
a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of
the Final Terms. The registration status of any administrator under the Benchmarks Regulation is a matter of
public record and, save where required by applicable law, the Issuer does not intend to update the Final Terms
to reflect any change in the registration status of the administrator.
4

SINGAPORE SFA PRODUCT CLASSIFICATION - In connection with Section 309B of the Securities and
Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets
products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as Stabilisation
Manager(s) (or any persons acting on behalf of any stabilisation Manager(s) in the applicable Final
Terms) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes
at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily
occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over
allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of
any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
5

Table of Contents
Page
RISK FACTORS........................................................................................................................................................7
DOCUMENTS INCORPORATED BY REFERENCE..............................................................................................15
PROSPECTUS SUPPLEMENT ...............................................................................................................................18
GENERAL DESCRIPTION OF THE PROGRAMME..............................................................................................19
TERMS AND CONDITIONS OF THE NOTES .......................................................................................................24
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM...................................47
USE OF PROCEEDS...............................................................................................................................................52
INVESTOR .............................................................................................................................................................53
TAXATION .............................................................................................................................................................68
SUBSCRIPTION AND SALE..................................................................................................................................70
FORM OF FINAL TERMS ......................................................................................................................................74
GENERAL INFORMATION....................................................................................................................................83
6

RISK FACTORS
Prospective investors should consider carefully the risks set forth below and the other information contained in this
Prospectus prior to making any investment decision with respect to the Notes. Each of the risks highlighted below could
have a material adverse effect on Investor's business, operations, financial condition or prospects, which, in turn, could
have a material adverse effect on the amount of principal and interest which investors will receive in respect of the Notes
and which in other ways affect Investor's ability to fulfil its obligations under the Programme and the Notes. In addition,
each of the risks highlighted below could adversely affect the trading price of the Notes or the rights of investors under
the Notes and, as a result, investors could lose some or all of their investment.
Prospective investors should note that the risks described below are not the only risks Investor faces. Investor has
described only those risks relating to its operations that it considers to be material. There may be additional risks that
Investor currently considers not to be material or of which it is not currently aware, and any of these risks could have
the effects set forth above.
Risk factors which may affect Investor's ability to fulfil its obligations under Notes issued under the
Programme
The following represent the material risk factors which may affect Investor's ability to fulfil its obligations in respect of
Notes issued under the Programme because they may lead to a decrease in Investor's net profit or net assets thus
adversely affecting Investor's creditworthiness and may ultimately result in the bankruptcy of Investor.
Commercial risks
Investor's business activities are subject to a variety of risks and uncertainties. Maintaining long-term ownership in core
investments and a flow of investments and divestments in other equity activities involves commercial risks, such as
having a high exposure to a certain industry or an individual holding, changed market conditions for finding attractive
investment candidates, or barriers that arise and prevent exits from a holding at the chosen time. For instance, a certain
industry sector in which Investor has significant investments may experience a decrease in demand.
Investor's subsidiaries operate in sectors where changes in legislation, regulation or government policy could adversely
affect the subsidiaries' business and results.
Investor's financial investments compete across a diverse range of geographic, product and services markets and are
naturally exposed to commercial risks. Their revenue and growth potential are directly linked to the global economic
situation.
All of these risks could have a severe impact on the creditworthiness of Investor.
Financial risks
The main financial risks that the Group is exposed to are market risks. These are, primarily, risks associated with
fluctuations in share prices, but also interest rate risks and foreign exchange rate risks. Other risks that arise in the
Group's operations include liquidity risks, financing risks, credit risks and operational risks. Activities to manage and
monitor risks in the business are carried out through the Audit and Risk Committee, which is a subcommittee to
Investor's Board of Directors. All these risks, which are described in more detail below, could severely affect the
financial position and creditworthiness of Investor.
Price risks
Share price risk is the major risk for Investor. The value of Investor's securities will change due to changes in share
prices, exchange rates or interest rates. In relation to Investor's assets, the major part of the price risk exposure is
concentrated in its listed core investments (share price risks). It should be noted that Investor, as an investment company,
may be particularly affected by the fluctuation of share prices as such fluctuation may have a significant effect on the
value of a material part of Investor's assets thus indirectly affecting the value and creditworthiness of Investor.
7

The Issuer's businesses and performance can be negatively affected by actual or perceived global economic and
financial market conditions
The global financial markets continue to experience significant volatility related to political uncertainty as well as
concerns about changes in global demand reflecting an increasing lack of confidence among consumers, companies and
governments. Despite significant interventions by governments and other nongovernmental bodies, capital and credit
markets around the world continue to be volatile and be subject to intermittent and prolonged disruptions. Any change
or exit of a country within the Eurozone could have a direct impact on Investor's assets in EUR. The outlook for the
global economy over the near to medium terms remains challenging.
The Group's businesses and performance are influenced by local and global economic conditions and perceptions of
those conditions and future economic prospects. Changes in economic conditions could have a negative impact on
Investor's business and financial position.
Sustainability risks
Investor is exposed to sustainability risks in all parts of its business operations. Sustainability risks imply that unethical
or unsustainable behaviour leads to negative impact on Investor or Investor's stakeholders. Material sustainability risks
within the Group are identified, analysed and mitigated through the annual enterprise risk assessment process as well as
within daily operations. Most of the risks are derived from operations in Investor's holdings. Subsidiaries operating in
emerging markets have an increased focus on sustainability-related risks such as the risk of bribery and corruption,
environmental risks and risks relating to poor working conditions. Investor has clear expectations that all holding
companies always act responsibly and ethically, and it is the responsibility of each holding and its management to analyse
and take systematic action to reduce these risks.
Sustainability risks could have a severe impact on Investor's business and financial position.
Tax risks
On 14 June 2018, the Swedish parliament enacted new and additional interest deduction limitation rules. The law
contains, inter alia, a general limitation of interest deductions in the corporate sector where the cap for a deduction of
net interest expenses is calculated as 30 per cent. of taxable earnings before interest, tax, depreciation and amortisation,
with certain exceptions. The rules entered into force on 1 January 2019 and are applied for the first time in the financial
year beginning after 31 December 2018. If Investor's or its subsidiaries' net interest expenses, following the
implementation of the legislation, represent a substantial portion in relation to its taxable earnings before interest, tax,
depreciation and amortisation, or if any other additional restriction on the deductibility of interest expenses is introduced
in Sweden, Investor's tax burden could increase, and this could have a negative impact on Investor's business, results of
operations and financial position.
Listed Core investments
Listed Core investments account for approximately 78 per cent. of Investor's total assets. Investor's listed core
investments are continuously monitored and analysed by Investor. Through committed ownership, which is exercised
through board representation and other ways, Investor influences the strategy and decisions of its listed core investments.
Weakening trends in the global markets could have a direct effect on the businesses which make up Investor's listed core
investments and this could result in lower share prices. However, in line with Investor's long-term ownership strategy, a
price fall does not necessarily lead to any action to reduce the exposure. Long-term commitments lay the groundwork
for Investor's strategic measures. For the core investments listed in SEK, there is no direct currency risk that affects
Investor's balance sheet, although Investor is indirectly exposed to currency risks in holdings which have international
operations or have foreign currency as their pricing currency (or effective currency). For investments listed in foreign
currencies, Investor has a direct currency exposure. An increased SEK-rate may negatively affect the value of Investor's
assets in foreign investments. This risk also impacts Investor's balance sheet and income statement, which has an indirect
effect on the valuation of the shares.
To support transactions in listed core investments and to acquire market intelligence, Investor's business requires a
certain trading function. Investor has a limited trading operation, amounting to less than a half of one per cent. of
Investor's total assets, which conducts short-term equity trading and deals in equity derivatives. Trading is exposed to
share price risk and foreign exchange rate risks. The price risk in this activity is currently measured and monitored in
8

terms of cash delta. Limits of portfolio's gross and net exposure, single position exposure and liquidity are measured
daily. Currency risks in the trading business are lowered through currency swap contracts at the portfolio level. It should
be noted that such swap counterparties may, even though they may have a strong rating today, in fact prove to be rather
weak counterparties. Accordingly, Investor's portfolio management business may contain major risks due to exposure
to the relevant counterparties. If such counterparty were to default under its obligations towards Investor, it could have
major impact on Investor's trading operation.
EQT
Investments in EQT funds account for approximately 6 per cent. of Investor's total assets. Investor's EQT investments
are exposed to share price risks and foreign exchange rate risks in investments made in foreign companies. Investor
decides on capital commitments in the EQT funds, as a limited partner in each EQT fund and has no influence on the
activities within the EQT funds. Additionally, being a sponsor of EQT, Investor receives carried interest and fee surplus
on top of the returns from the limited partnership.
Patricia Industries: Subsidiaries
Investor's investments in its operating subsidiaries, via Patricia Industries, account for approximately 13 per cent. of its
total global assets. Investor takes an active role, through board participation, in its subsidiaries. Subsidiaries operating
within the health sector, in particular, are exposed to legislative measures in different countries, which could result in
changes in tariffs, import quotas or taxation that could adversely affect the subsidiaries' turnover and operating profit.
Supply of, use of and payment for products is influenced by world economic conditions which could place increased
pressure on demand and pricing, adversely impacting the ability of Investor's subsidiaries to deliver revenue and margin
growth. As such, the prosperity of Investor's subsidiaries is linked to general economic conditions.
Investor is both directly and indirectly exposed to foreign exchange rate risks of its operating subsidiaries due to their
international operations. The currency hedging of these investments is evaluated on a case by case basis. It should
however be noted that the credit crisis has shown that certain financial counterparties, such as currency hedge
counterparties, may in fact prove to be rather weak counterparties when market conditions turn severe. Accordingly,
Investor could experience a significantly increased currency risk if the hedge counterparties were to fail to honour their
respective obligations towards Investor. If such counterparty were to default in its obligations Investor's financial
position could be adversely affected.
Patricia Industries: Financial investments and associated companies
Financial investments, within Patricia Industries, account for approximately 2 per cent. of Investor's total assets.
Investor's financial investments are exposed to share price risks and foreign exchange rate risks in investments made in
foreign companies. Investor also takes an active role in these companies through board representation. There is no regular
hedging of private equity investments in foreign currency, since the investments are long-term and currency fluctuations
are expected to balance out over time. Investor's policy is to hedge, by means of forward contracts, the future known
cash flows. The hedging policy is subject to continuous evaluation and deviations from the guideline may be allowed.
However, private equity investments are usually relatively highly leveraged and there is a greater risk than in relation to,
for instance, core investments that Investor's entire investment could be lost. Such losses could severely affect Investor's
financial position and creditworthiness.
Investor has a significant influence in investments consolidated as associated companies. Investor takes an active role,
through board participation, in these companies. Investor is indirectly exposed to foreign exchange rate risks of its
associated companies since they have international operations. The currency hedging of these investments is evaluated
on a case by case basis. It should however be noted that the latest credit crisis has shown that certain financial
counterparties, such as currency hedge counterparties, may in fact prove to be rather weak counterparties when market
conditions turn severe. Accordingly, Investor could experience a significantly increased currency risk if the hedge
counterparties were to fail to honour their respective obligations towards Investor. If such a counterparty were to default
in its obligations Investor's financial position could be adversely affected.
Excess liquidity
For excess liquidity exposed to interest rate risks, Investor's goal is to maximize return within established guidelines
whilst limiting interest rate risks. High financial flexibility is also strived for in order to satisfy future liquidity needs.
Investments are therefore made in interest-bearing securities with maturity dates which are not longer than two years.
9

Investor's liabilities are exposed to interest rate and currency risks. Investor strives to manage interest rate risks by
having an interest rate fixing period that provides the flexibility to change the loan portfolio in step with investment
activity and minimize loan costs and volatility in the cash flow over time. The currency risk in loans in foreign currency
is lowered through currency swap contracts. It should however be noted that such investments may deteriorate in value
if the relevant issuer thereof were to enter into financial difficulties. Should such issuer enter into insolvency proceedings
for example, Investor's entire investment may be lost which could in turn severely affect Investor's financial position.
Liquidity and financing risks
Liquidity risks refer to the risk that a financial instrument cannot be divested without considerable extra costs, and to the
risk that liquidity will not be available to meet payment commitments. A liquidity event could also force Investor to sell
assets at suppressed price levels (even at a loss), with a corresponding effect on Investor's profitability. Financing risks
are defined as the risk that financing cannot be obtained, or can only be obtained at increased costs as a result of changed
conditions in the capital market. For Investor that could mean refinancing existing maturing debts could become more
costly which would have a negative effect on Investor's profit.
Credit risks
Credit risks are the risk of a counterparty or issuer being unable to repay a liability to Investor. Investor is exposed to
credit risks primarily through investments of excess liquidity in interest-bearing securities. Credit risks also arise as a
result of positive market values in derivative instruments, mainly interest rate and currency swaps. According to
Investor's credit risk policy, Investor is exposed to credit risks towards counterparties with high creditworthiness, based
on the ratings of the recognised rating institutes, for a limited amount and for a limited duration per counterparty. For
hedging purposes, in relation to Investor's long-term loan financing, however, Investor is using swap derivative contracts
with longer durations.
Investor implements an extensive limit structure related to the creditworthiness of the issuers or counterparties and
maturity of the securities. With a view to further limiting credit risks in interest rate and currency swaps, and other
derivative transactions, agreements are made in accordance with the International Swaps and Derivatives Association,
Inc. (ISDA), as well as netting agreements. It should however be noted that the credit crisis has shown that financial
counterparties with a strong rating may in fact prove to be rather weak counterparties when market conditions turn
severe. Potentially Investor could thus face a relatively large exposure to certain counterparties, and such counterparties
may not be in a position to honour their obligations. Accordingly, the exposure against counterparties in, for instance,
the financial sector may, even though measures are taken to limit the risks, be high. If such counterparties were to default
under their obligations towards Investor then Investor's financial position could be severely damaged.
Factors which are material for the purpose of assessing the market risks associated with Notes issued under
the Programme
Risks related to the structure of a particular issue of Notes
Different types of Notes may be issued under the Programme. A number of these Notes may have features which contain
particular risks for potential investors. Set out below is a description of certain such features:
Notes subject to optional redemption by Investor
An optional redemption feature is likely to limit the market value of Notes. During any period when Investor may elect
to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can
be redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At
those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as
high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential
investors should consider reinvestment risk in light of other investments available at that time.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate
more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally,
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