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Prospect, pdf - the SKF site for the capital market

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Authorisation<br />

GENERAL INFORMATION<br />

1. The issue of <strong>the</strong> Notes was duly authorised by a resolution of <strong>the</strong> Board of Directors of <strong>the</strong> Issuer<br />

dated 18 June 2012.<br />

Listing and admission to trading<br />

2. Application has been made to <strong>the</strong> CSSF to approve this document as a prospectus. Application has<br />

also been made to <strong>the</strong> Luxembourg Stock Exchange <strong>for</strong> <strong>the</strong> Notes to be admitted to trading on <strong>the</strong><br />

Luxembourg Stock Exchange's regulated <strong>market</strong> and to be listed on <strong>the</strong> Official List of <strong>the</strong><br />

Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated <strong>market</strong> is a regulated<br />

<strong>market</strong> <strong>for</strong> <strong>the</strong> purposes of <strong>the</strong> Markets in Financial Instruments Directive. The estimated total<br />

expenses related to <strong>the</strong> admission to trading are EUR 6,845.<br />

Clearing Systems<br />

3. The Notes have been accepted <strong>for</strong> clearance through Euroclear and Clearstream, Luxembourg. The<br />

ISIN <strong>for</strong> this issue is XS0827529198 and <strong>the</strong> Common Code is 082752919.<br />

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brusssels<br />

and <strong>the</strong> address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy,<br />

L-1855 Luxembourg.<br />

No significant change<br />

4. There has been no significant change in <strong>the</strong> financial or trading position of <strong>the</strong> Issuer or <strong>the</strong> Group<br />

since 30 June 2012 and <strong>the</strong>re has been no material adverse change in <strong>the</strong> financial position or<br />

prospects of <strong>the</strong> Issuer or <strong>the</strong> Group since 31 December 2011.<br />

Litigation<br />

5. Save as disclosed on page 6, nei<strong>the</strong>r <strong>the</strong> Issuer nor any o<strong>the</strong>r member of <strong>the</strong> Group is or has been<br />

involved in any governmental, legal or arbitration proceedings (including any such proceedings<br />

which are pending or threatened of which <strong>the</strong> Issuer is aware) in <strong>the</strong> 12 months preceding <strong>the</strong> date of<br />

this document with an outcome (or expected outcome) which is likely to have or has in such period<br />

had a significant effect on <strong>the</strong> financial position or profitability of <strong>the</strong> Issuer or <strong>the</strong> Group.<br />

Auditors<br />

6. The auditors of <strong>the</strong> Issuer are KPMG AB, authorised public accountants, members of FAR SRS and<br />

registered with <strong>the</strong> Public Company Accounting Oversight Board of <strong>the</strong> United States of America<br />

(PCAOB), who have audited <strong>the</strong> Issuer's accounts, without qualification, in accordance with IFRS<br />

<strong>for</strong> each of <strong>the</strong> two financial years ended on 31 December 2010 and 31 December 2011.<br />

U.S. tax<br />

7. The Notes and Coupons will contain <strong>the</strong> following legend: "Any United States person who holds this<br />

obligation will be subject to limitations under <strong>the</strong> United States income tax laws, including <strong>the</strong><br />

limitations provided in Sections 165(j) and 1287(a) of <strong>the</strong> Internal Revenue Code."<br />

56

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