SWEDBANK ROBUR INTERNATIONAL, SICAV

Transcription

1 This prospectus dated July 2012 is only valid if accompanied by the addendum dated 10 October regist PROSPECTUS SWEDBANK ROBUR INTERNATIONAL, SICAV Société d'investissement à capital variable à compartiments multiples Containing following Sub Funds of Investments SWEDBANK ROBUR INTERNATIONAL GLOBAL EQUITY SUB FUND 1 SWEDBANK ROBUR INTERNATIONAL EUROPEAN EQUITY SUB FUND SWEDBANK ROBUR INTERNATIONAL RUSSIAN EQUITY SUB FUND SWEDBANK ROBUR INTERNATIONAL EASTERN EUROPEAN EQUITY SUB FUND SWEDBANK ROBUR INTERNATIONAL TOMORROW EQUITY SUB FUND SWEDBANK ROBUR INTERNATIONAL AFRICA EQUITY SUB FUND SWEDBANK ROBUR INTERNATIONAL GLOBAL BOND SUB FUND SWEDBANK ROBUR INTERNATIONAL TOTAL RETURN FIXED INCOME SUB FUND SWEDBANK ROBUR INTERNATIONAL SWEDISH LIQUIDITY SUB FUND SWEDBANK ROBUR INTERNATIONAL MIX SUB FUND SWEDBANK ROBUR INTERNATIONAL EURO BOND SUB FUND SWEDBANK ROBUR INTERNATIONAL SWEDISH BOND MEGA SUB FUND SWEDBANK ROBUR INTERNATIONAL FRN SUB FUND SWEDBANK ROBUR INTERNATIONAL SWEDISH TOTAL RETURN PLUS SUB FUND SWEDBANK ROBUR INTERNATIONAL CORPORATE BOND SUB FUND Subscriptions can only be received on the basis of the latest key investor information documents ("Key Investor Information Documents") and prospectus. The Key Investor Information Documents, the latest annual report as well as the latest semi-annual report, published after the latest annual report, form part of the present full prospectus. No information other than that contained in this prospectus, in the Key Investor Information Documents, in the periodic financial reports, as well as in any other documents mentioned in the prospectus and which may be consulted by the public may be given in connection with the offer. In addition to this prospectus, SWEDBANK ROBUR INTERNATIONAL, SICAV has created Key Investor Information Documents which contains key information on the historical performance, the charges, the synthetic risk and reward indicator, the objectives and investment policy and some practical information of each Sub Fund of SWEDBANK ROBUR INTERNATIONAL, SICAV. The Key Investor Information Documents may be obtained free of charge at the registered office of SWEDBANK ROBUR INTERNATIONAL, SICAV and 1 VISA 2013/ PC As from August 28, 2012, this Sub Fund will be renamed from Swedbank Robur International L'apposition du Global visa ne Equity peut en aucun cas servir d'argument de publicité Sub Fund into Swedbank Robur International Global High Dividend Sub Fund. Luxembourg, le Commission de Surveillance du Secteur Financier Gedi _2

2 must be offered free of charge to any investor prior to any subscription in SWEDBANK ROBUR INTERNATIONAL, SICAV. Shares of SWEDBANK ROBUR INTERNATIONAL, SICAV may be neither bought nor held directly or indirectly by investors who are residents or citizens of the United States and its sovereign territories nor is the transfer of shares to those persons permitted. Shares of SWEDBANK ROBUR INTERNATIONAL, SICAV are offered to retail and institutional investors unless otherwise indicated in this prospectus and/or the Key Investor Information Documents. R.C.S LUXEMBOURG B July 2012 Gedi _2 2

3 TABLE OF CONTENTS INTRODUCTION... 6 THE COMPANY... 7 CAPITAL STOCK... 7 INVESTMENT OBJECTIVE AND POLICY... 9 INVESTMENT RESTRICTIONS RISK FACTORS DISTRIBUTION POLICY NET ASSET VALUE ISSUE OF SHARES REDEMPTION OF SHARES CONVERSION AND SWITCHING BETWEEN SUB FUNDS MARKET TIMING POLICY TAXATION INVESTMENT MANAGER DOMICILIARY AGENT DEPOSITORY BANK - PAYING AGENT - PLACEMENT AGENT ADMINISTRATOR REGISTRAR AND TRANSFER AGENT MAIN DISTRIBUTOR DISTRIBUTORS IN THE BALTIC COUNTRIES MONEY LAUNDERING PREVENTION EXPENSES NOTICES DOCUMENTS SHAREHOLDER RIGHTS Gedi _2 3

4 REGISTERED OFFICE DIRECTORS SWEDBANK ROBUR INTERNATIONAL, SICAV 65, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand Duchy of Luxembourg Cecilia Vernerson Chairman of the Board Head of Legal and Compliance Swedbank Asset Management S.A. Luxembourg L-1331 Luxembourg Grand Duchy of Luxembourg Lars Friberg Managing Director Swedbank Asset Management S.A. Luxembourg L-1331 Luxembourg Grand Duchy of Luxembourg Sarah Olsson Legal counsel Swedbank Robur Fonder AB S Stockholm - Sweden CONDUCTING PERSONS Per-Olov Carlsson Chief Financial Officer Swedbank Robur Fonder AB S Stockholm Sweden Petter Brandt Chief Risk Officer Swedbank Robur Fonder AB S Stockholm Sweden AUDITOR INVESTMENT MANAGER MAIN DISTRIBUTOR DISTRIBUTOR IN ESTONIA DISTRIBUTOR IN LATVIA DELOITTE S.A. 560, rue de Neudorf L-2220 Luxembourg Grand Duchy of Luxembourg SWEDBANK ROBUR FONDER AB Malmskillnadsgatan 32 S Stockholm Sweden SWEDBANK AS Liivalaia 8 Tallinn Estonia AS SWEDBANK Balasta dambis 1a Riga LV-1048 Latvia Gedi _2 4

5 DISTRIBUTOR IN LITHUANIA DOMICILIARY AGENT DEPOSITORY BANK PAYING AGENT PLACEMENT AGENT ADMINISTRATOR REGISTRAR AND TRANSFER AGENT LEGAL ADVISOR "SWEDBANK", AB Konstitucijos pr. 20A Vilnius LT Lithuania SWEDBANK AB (publ) Luxembourg Branch 65, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand Duchy of Luxembourg SWEDBANK AB (publ) Luxembourg Branch 65, boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand Duchy of Luxembourg ELVINGER, HOSS & PRUSSEN 2, Place Winston Churchill L-1340 Luxembourg Grand Duchy of Luxembourg Gedi _2 5

6 INTRODUCTION SWEDBANK ROBUR INTERNATIONAL, SICAV (hereafter the "Company"), described in this prospectus is a company established in Luxembourg with a variable capital, société d'investissement à capital variable ("SICAV") which comprises separate "Sub Funds" consisting of securities or other liquid financial assets in accordance with article 41 (1) of the Law as defined under "The Company" herein below, at the initiative of SWEDBANK ROBUR AB, Stockholm, Sweden. The main objective of the Company is to provide a range of Sub Funds combined with active professional management to diversify investment risk and satisfy the needs of investors seeking income, capital conservation and longer term capital growth. As in the case of any investment, the Company cannot guarantee future performance and there can be no certainty that the investment objectives of the Company's individual Sub Funds will be achieved. For the moment, the Company contains following Sub Funds, respectively: Swedbank Robur International Global Equity Sub Fund Swedbank Robur International European Equity Sub Fund Swedbank Robur International Global Bond Sub Fund Swedbank Robur International Total Return Fixed Income Sub Fund Swedbank Robur International Swedish Liquidity Sub Fund Swedbank Robur International Mix Sub Fund Swedbank Robur International Swedish Bond Mega Sub Fund Swedbank Robur International FRN Sub Fund Swedbank Robur International Swedish Total Return Plus Sub Fund Swedbank Robur International Tomorrow Equity Sub Fund Swedbank Robur International Africa Equity Sub Fund Swedbank Robur International Corporate Bond Sub Fund The denomination currency (the "denomination currency") of the here above mentioned Sub Funds is Swedish Kronor. Swedbank Robur International Euro Bond Sub Fund Swedbank Robur International Russian Equity Sub Fund Swedbank Robur International Eastern European Equity Sub Fund The denomination currency of the above Sub Funds is Euro. The Sub Funds including "Mega" in their name are aimed for wealthy private or institutional investors. However, the Board of Directors may decide at any time to create new Sub Funds investing in securities or other liquid financial assets in accordance with article 41 (1) of the Law as defined under "The Company" herein below. At the opening of such additional Sub Funds, a complement of the Prospectus shall be issued providing the investors with all information on those new Sub Funds and the present prospectus shall be adapted accordingly. Gedi _2 6

7 THE COMPANY The Company was incorporated in the Grand Duchy of Luxembourg on October 25, 1989 under the name of ROBUR INTERNATIONAL, SICAV. It is organized as a variable capital company (société d'investissement à capital variable "SICAV") under the law of August 10, 1915 relating to commercial companies and Part I of the law of December 17, 2010 relating to collective investment undertakings, as may be amended from time to time (the "Law"). It is established for an undetermined duration from the date of the incorporation and has adopted the status of self-managed SICAV in the meaning of article 27 of the Law. The registered office of the Company is at 65, boulevard Grande-Duchesse Charlotte, L Luxembourg. The articles of incorporation (the "Articles") of the Company were published in the Mémorial, Recueil des Sociétés et Associations, (hereafter referred to as the "Mémorial") dated November 28, The Articles have been deposited with the Register of the Tribunal d'arrondissement of Luxembourg where they are available for inspection and where copies thereof can be obtained. The Articles have been amended on April 27, 1995 and on July 7, 1997 and the amendments were published in the Mémorial on May 10, 1995 and on August 11, 1997 respectively. They have further been amended on December 5, 2005 to be compliant with the Law as published in the Mémorial on December 30, 2005 and also amended on August 6, 2007 to reflect the new name of the Company as published in the Mémorial on September 14, The Articles were amended for the last time on June 3, 2011 as published in the Mémorial on October 10, The financial year of the Company starts on January 1st and ends on December 31st of each year. Shareholders' meetings are to be held annually in Luxembourg at the Company's registered office or at such other place as is specified in the notice of meeting. The Annual General Meeting will be held on the last Friday in April each year, at 2:00 p.m. local time. If such day is a legal holiday in Luxembourg, the Annual General Meeting shall be held on the next following business day. Other meetings of shareholders may be held at such place and time as may be specified in the respective notices of meetings. Notices of meetings will be published in the Mémorial, in such Luxembourg newspaper and in such other newspaper of general circulation as the Board of Directors may determine from time to time in accordance with Luxembourg laws. Resolutions concerning the interests of the shareholders of the Company shall be taken in a general meeting and resolutions concerning the particular rights of the shareholders of one specific Sub Fund shall in addition be taken by this Sub Fund's general meeting. CAPITAL STOCK The capital of the Company shall at all times be equal to the value of the net assets of all the Sub Funds of the Company. The minimum capital of the Company shall be the equivalent in Swedish Kronor of EUR (one million two hundred fifty thousand Euro). For the purpose of Gedi _2 7

8 determining the capital of the Company, the net assets attributable to each Sub Fund, if not expressed in Swedish Kronor, will be converted into Swedish Kronor at the then prevailing exchange rate in Luxembourg. The Board of Directors is authorised, without limitation and at any time, to issue additional shares at the respective Net Asset Value per share determined in accordance with the provisions of the Company's Articles, without reserving to existing shareholders a preferential right to subscribe for the shares to be issued. The Company may offer different classes (Classes) of shares in each Sub Fund. The differences between the Classes may consist in different minimum initial subscription amounts and different levels of commissions and management fees and different currencies. The Company may also decide to reserve certain Classes to certain specific categories of investors. The Board of Directors may further decide to create in each Class of shares two or more sub classes (the "Sub Classes" and individually a "Sub Class") whose assets will be commonly invested pursuant to the specific investment policy of the Class concerned but where a specific sales and redemption charge structure, fee structure, or other specificity is applied to each Sub Class. Name of Sub-Fund Class EUR Class SEK Class JPY Swedbank Robur International Global Equity Sub Fund X X Swedbank Robur International European Equity Sub Fund X X Swedbank Robur International Russian Equity Sub Fund X 1 X Swedbank Robur International Eastern European Equity Sub Fund NOT LAUNCHED Swedbank Robur International Tomorrow Equity Sub Fund X X Swedbank Robur International Africa Equity Sub Fund X X Swedbank Robur International Global Bond Sub Fund X Swedbank Robur International Total Return Fixed Income Sub Fund X Swedbank Robur International Swedish Liquidity Sub Fund X Swedbank Robur International Mix Sub Fund NOT LAUNCHED Swedbank Robur International Euro Bond Sub Fund X Swedbank Robur International Swedish Bond Mega Sub Fund X Swedbank Robur International FRN Sub Fund X Swedbank Robur International Swedish Total Return Plus Sub Fund X Swedbank Robur International Corporate Bond Sub Fund X Upon the issue of Classes and/or Sub Classes in another Sub Fund the prospectus shall be updated accordingly. Upon the issue of different Classes or Sub Classes of shares, a shareholder may, at his own expense, at any time, request the Company to convert his shares from one Class or Sub Class to another Class or Sub Class based on the relative Net Asset Value of the shares to be converted. 1 The EUR share class of Swedbank Robur International Russian Equity Sub Fund is not yet launched. Gedi _2 8

9 Fractions of shares may be issued with four decimals of a share. Fractions of shares will have no voting rights but will participate in the distribution of dividends, if any, and in the liquidation distribution. All shares are issued, fully paid and have no par value. Shares of any Sub Fund will be entitled to payment of a dividend in case payment of a dividend is decided. Each share carries one vote, regardless of its Net Asset Value and of the Sub Fund to which it relates. Shares are available in registered form. No share certificates will be issued in respect of registered shares unless specifically requested; registered share ownership will be evidenced by confirmation of ownership. If the capital of the Company becomes less than two-thirds of the legal minimum, the Directors must submit the question of the dissolution of the Company to the general meeting of shareholders. The meeting is held without a quorum, and decisions are taken by simple majority. If the capital becomes less than one quarter of the legal minimum, a decision regarding the dissolution of the Company may be taken by shareholders representing one quarter of the shares present. The meeting in the foregoing instance must be convened not later than 40 days from the day on which it appears that the capital has fallen below twothirds or one quarter of the minimum capital, as the case may be. INVESTMENT OBJECTIVE AND POLICY SWEDBANK ROBUR INTERNATIONAL GLOBAL EQUITY SUB FUND's principle objective is to maximize capital appreciation through investment in equity securities and, to a limited extent, convertible securities, warrants and equity linked notes and other equity linked securities which are admitted to official listing on a stock exchange or which are traded on another regulated market which operates regularly and is recognised and open to the public, hereafter referred to as "a regulated market" in Europe, North or South America, Asia, Australia, New Zealand or Africa provided that the Sub Fund may invest in equity linked notes and other equity linked securities which are unlisted within the investment limits set out below. In order to achieve its investment objectives, the Sub Fund may also invest part or all of its assets in financial derivative instruments such as futures. However, investors should note that the use of derivative instruments entails certain risks that may have a negative impact on the performance of the Sub Fund. Global Exposure The Sub Fund uses a relative Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The relative Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The Sub Fund's Value-at-Risk is compared to the MSCI World Net Return index as reference portfolio. The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 200 percent. Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept volatility and the possibility of capital losses. The Sub Fund is only intended for investors who can set aside the invested capital for at least five years. Gedi _2 9

10 As from August 28, 2012, the Sub Fund SWEDBANK ROBUR INTERNATIONAL GLOBAL EQUITY SUB FUND will be renamed SWEDBBANK ROBUR INTERNATIONAL GLOBAL HIGH DIVIDEND SUB FUND. SWEDBANK ROBUR INTERNATIONAL GLOBAL HIGH DIVIDEND SUB FUND's principle objective is to maximize capital appreciation through investment in equity securities and, to a limited extent, convertible securities, warrants and equity linked notes and other equity linked securities which are admitted to official listing on a stock exchange or which are traded on another regulated market which operates regularly and is recognised and open to the public, hereafter referred to as "a regulated market" in Europe, North or South America, Asia, Australia, New Zealand or Africa. The Sub Fund may also invest in equity linked notes and other equity linked securities which qualify as unlisted transferable securities within the investment limits set out below. In order to achieve its investment objectives, the Sub Fund will invest primarily in securities of companies offering high dividend distribution records. The Sub Fund may invest part or all of its assets in financial derivative instruments such as, but not limited to, options (call and put) including on stock dividends, futures, swaps (including credit, credit-default and interest rate swaps), forward and any other OTC derivatives. However, investors should note that the use of derivative instruments entails certain risks that may have a negative impact on the performance of the Sub Fund, as further described under section "RISK FACTORS". The Sub Fund may also hold liquid assets including interest bearing accounts and term deposits with credit institutions and money market instruments in order to maximise the efficiency of the Sub Fund cash management or protect the Sub Fund and its Shareholders in exceptional market conditions. Global Exposure The Sub Fund uses an absolute Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the Sub Fund). Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept volatility and the possibility of capital losses. The Sub Fund is only intended for investors who can set aside the invested capital for at least five years. SWEDBANK ROBUR INTERNATIONAL EUROPEAN EQUITY SUB FUND's principle objective is to maximize capital appreciation through investment in equity securities and, to a limited extent, convertible securities, warrants and equity linked notes and other equity linked securities which are admitted to official listing on a stock exchange or which are traded on another regulated market, within the E.U. or other European non E.U. countries provided that the Sub Fund may invest in equity linked notes and other equity linked securities which are unlisted within the investment limits set out below. Gedi _2 10

11 Global Exposure The Sub Fund uses a relative Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The relative Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The Sub Fund's Value-at-Risk is compared to the MSCI Pan-Euro Net Return index as reference portfolio. The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 200 percent. Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept volatility and the possibility of capital losses. The Sub Fund is only intended for investors who can set aside the invested capital for at least five years. SWEDBANK ROBUR INTERNATIONAL RUSSIAN EQUITY SUB FUND's policy is to invest mainly in securities of issuers domiciled, significantly investing or conducting significant operations in Russia. It may also invest in securities of issuers domiciled, significantly investing or conducting significant operations in States of the former Soviet Union, including Armenia, Azerbaijan, Belarus, Estonia, Georgia, Kazakhstan, Kyrgyzstan, Latvia, Lithuania, Moldavia, Tajikistan, Turkmenistan, Ukraine and Uzbekistan provided that direct investment in securities listed on these markets shall only be done if the Board of Directors consider them as appropriate regulated market in the meaning of article 41 (1) of the Law. The Sub Fund may also invest in securities (such as ADRs and GDRs) giving exposure to the above securities. At least 75% of the Sub Fund assets will be invested in equity or equity-related securities. The Sub Fund may hold liquid assets on an ancillary basis. Under normal market conditions, investment in liquid assets and debt instruments of any kind will not exceed 25% of the Sub Fund's net assets. The Sub Fund may use derivative techniques and instruments for efficient management and hedging purposes on an ancillary basis. However, investors should note that the use of derivative instruments entails certain risks that may have a negative impact on the performance of the Sub Fund. The Sub Fund may invest in securities listed on the RTS Stock Exchange, on the Moscow Interbank Currency Exchange in Russia and on any other regulated markets in Russia. Investments in Russia are currently subject to certain heightened risks with regard to the ownership and custody of securities. In Russia shareholdings are evidenced by entries in the books of a company or its registrar (which is neither an agent nor responsible to the Depositary Bank). No certificates representing shareholdings in Russian companies will be held by the Depositary Bank or any of its local correspondents or in an effective central depository system. As a result of this system and the lack of effective state regulation and enforcement, the Sub Fund could lose its registration and ownership of Russian securities through fraud, negligence or even mere oversight. However, in recognition of such risks, the Russian correspondent of the Depositary Bank is following increased "due diligence" procedures. The correspondent has entered into agreements with Russian company registrars and will only permit investment in those companies that have adequate registrar procedures in place. In addition, the settlement risk is minimised as the correspondent will not release cash until registrar extracts have been received and checked. In addition, Russian debt securities have an increased custodial risk associated with them as such securities are, in accordance with market practice, held in custody with Russian institutions which may not have adequate insurance coverage to cover loss due to theft, destruction or default. Gedi _2 11

12 Global Exposure The Sub Fund uses the commitment approach for the determination of its global exposure. Profile of the Typical Investor The Sub Fund mainly invests in the emerging markets of Eastern Europe. Whilst the longterm growth potential of East European emerging markets make this Sub Fund very attractive for investors looking for high investment returns, investors in the Sub Fund need to be comfortable with the additional political and economic risks associated with emerging market investments. The Sub Fund may, therefore, be suitable for investors who already have a globally diversified portfolio and now want to expand into riskier assets in order to potentially boost returns. Because emerging stock markets are very volatile, investors should also have a five-to-ten year investment horizon. SWEDBANK ROBUR INTERNATIONAL EASTERN EUROPEAN EQUITY SUB FUND's policy is to invest mainly in securities of issuers domiciled, significantly investing or conducting significant operations in Albania, Armenia, Austria, Azerbaijan, Belarus, Bosnia- Herzegovina, Bulgaria, Croatia, The Czech Republic, Estonia, Georgia, Greece, Hungary, Kazakhstan, Kyrgyzstan, Latvia, Lithuania, Macedonia, Moldavia, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, Tajikistan, Turkey, Turkmenistan, the Ukraine and Uzbekistan. Direct investment in securities listed on markets in Russia or in States of the former Soviet Union shall only be done if the Board of Directors consider them as appropriate regulated market in the meaning of article 41 (1) of the Law. The Sub Fund may also invest in securities (such as ADRs and GDRs) giving exposure to the above securities. At least 75% of the Sub Fund's assets will be invested in equity or equity-related securities. The Sub Fund may hold liquid assets on an ancillary basis. Under normal market conditions, investment in liquid assets and debt instruments of any kind will not exceed 25% of the Sub Fund's net assets. The Sub Fund may use derivative techniques and instruments for efficient management and hedging purposes on an ancillary basis. However, investors should note that the use of derivative instruments entails certain risks that may have a negative impact on the performance of the Sub Fund. Global Exposure The Sub Fund uses the commitment approach for the determination of its global exposure. Profile of the Typical Investor The Sub Fund mainly invests in the emerging markets of Eastern Europe. Whilst the longterm growth potential of East European emerging markets make this Sub Fund very attractive for investors looking for high investment returns, investors in the Sub Fund need to be comfortable with the additional political and economic risks associated with emerging market investments. The Sub Fund may, therefore, be suitable for investors who already have a globally diversified portfolio and now want to expand into riskier assets in order to potentially boost returns. Because emerging stock markets are very volatile, investors should also have a five-to-ten year investment horizon. SWEDBANK ROBUR INTERNATIONAL TOMORROW EQUITY SUB FUND's principle objective is to maximize capital appreciation through investment in equity securities and, to a limited extent, convertible securities, warrants and equity linked notes and other equity linked securities which are admitted to official listing on a stock exchange or which are traded on another regulated market which operates regularly and is recognised and open to the public, in Europe, North or South America, Asia, Australia, New Zealand or Africa and which are issued by companies that are deemed to adapt and contribute to the development of an Gedi _2 12

13 environmentally and socially sustainable economy. Investment focus is mainly on sectors and companies that, through their products or services, offer solutions for sustainable use of natural resources, for reduction of pollution or for improved social welfare. The Sub Fund can also invest in companies which, in their own business, develop innovative strategies, methods or technologies that increase their sustainability performance and represent best practice on the market. Global Exposure The Sub Fund uses an absolute Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the Sub Fund). Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept volatility and the possibility of capital losses. The Sub Fund is only intended for investors who can set aside the invested capital for at least five years. SWEDBANK ROBUR INTERNATIONAL AFRICA EQUITY SUB FUND's policy is to invest mainly in equity and equity-related securities of issuers domiciled, investing or conducting operations in the African continent, including Madagascar and Mauritius. Direct investment in securities listed on markets in these countries shall only be done if the Board of Directors considers them as appropriate regulated market in the meaning of article 41 (1) of the Law. The Sub Fund may also invest in securities (such as ADRs and GDRs) in regulated markets in other countries giving exposure to the above mentioned securities. The Sub Fund may use derivative instruments such as futures and options, for investment purposes and may also invest in structured products which qualify as transferable securities within the meaning of articles 1 (26) and 41 (1) of the Law. The Sub Fund may hold liquid assets on an ancillary basis. The Sub Fund may use derivative techniques and instruments for efficient management and hedging purposes. However, investors should note that the use of derivative instruments entails certain risks that may have a negative impact on the performance of the Sub Fund. Global Exposure The Sub Fund uses an absolute Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the Sub Fund). Profile of the Typical Investor The Sub Fund mainly invests in the emerging markets of the African continent, including Madagascar and Mauritius. Whilst the long-term growth potential of these emerging markets make this Sub Fund very attractive for investors looking for high investment returns, investors in the Sub Fund need to be comfortable with the additional political and economic risks associated with emerging market investments. The Sub Fund may, therefore, be suitable for investors who already have a globally diversified portfolio and now want to expand into riskier assets in order to potentially boost returns. Because emerging stock markets are very volatile, investors should also have a five-to-ten year investment horizon. Gedi _2 13

14 Investors should also consult the section "Risk Factors" for a detailed discussion of the risks associated with African including Madagascar and Mauritius securities. SWEDBANK ROBUR INTERNATIONAL GLOBAL BOND SUB FUND's aim is to provide a reasonable high income together with capital appreciation through a conservative investment policy trading and investing in international bonds, preference shares and convertible securities which are admitted to official listing on a stock exchange or which are traded on another regulated market, within the E.U. or the OECD countries. Global Exposure The Sub Fund uses the commitment approach for the determination of its global exposure. Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept the possibility of capital losses. The value of the Sub Fund may decrease in the event of interest rate changes. The Sub Fund is intended for investors who can set aside the invested capital for at least three years. SWEDBANK ROBUR INTERNATIONAL TOTAL RETURN FIXED INCOME SUB FUND's aim is to provide a reasonable high income together with capital appreciation through a conservative investment policy trading and investing in Swedish Kronor and international bonds, preference shares or Swedish Kronor denominated and international long term and short term securities such as treasury bills, treasury notes, interest bearing bonded loans and convertible securities which are admitted to official listing on a stock exchange or which are traded on another regulated market within the E.U. or the OECD countries. Currency risk exposure shall mainly be to Swedish Kronor and the Sub Fund will therefore use currency hedging strategies within the limits prescribed herein below. The Sub Fund may hold ancillary liquid assets, however these liquid assets will never in themselves constitute an investment objective. Global Exposure The Sub Fund uses an absolute Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the Sub Fund). Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept the possibility of capital losses. The value of the Sub Fund may decrease in the event of interest rate changes. The Sub Fund is intended for investors who can set aside the invested capital for at least three years. SWEDBANK ROBUR INTERNATIONAL SWEDISH LIQUIDITY SUB FUND's aim is to provide a reasonable high income together with capital appreciation through a conservative investment policy trading and investing in Swedish Kronor and international bonds or other Swedish Kronor denominated and international short term securities such as treasury bills, treasury notes, interest bearing bonded loans and convertible securities which are admitted to official listing on a stock exchange or on another regulated market within the E.U. or the Gedi _2 14

15 OECD countries. Currency risk exposure shall mainly be to Swedish Kronor and the Sub Fund will therefore use currency hedging strategies within the limits prescribed herein below. The Sub Fund may hold ancillary liquid assets up to 49% of its total net assets. The average duration of the Sub Fund's portfolio shall not exceed 360 days. Global Exposure The Sub Fund uses an absolute Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the Sub Fund). Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept the possibility of capital losses. The Sub Fund is intended for investors who can set aside the invested capital for at least a few months. SWEDBANK ROBUR INTERNATIONAL MIX SUB FUND's aim is to maximise income and capital appreciation through investment in equity securities, convertible securities, preference shares, international bonds and other short term and long term fixed income securities such as treasury bills and treasury notes which are admitted to official listing on a stock exchange or which are traded on another regulated market in Europe, North or South America, Asia, Australia, New Zealand or Africa. The Sub Fund may hold ancillary liquid assets, however these liquid assets will never in themselves constitute an investment objective. A minimum of 25% of the sub fund's net assets will at all times be invested in fixed income securities and a minimum of 25% of the sub fund's net assets will at all times be invested in equity securities. Global Exposure The Sub Fund uses the commitment approach for the determination of its global exposure. Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept volatility and the possibility of capital losses. The Sub Fund is only intended for investors who can set aside the invested capital for at least three to five years. SWEDBANK ROBUR INTERNATIONAL EURO BOND SUB FUND's aim is to provide a reasonable high income together with capital appreciation through a conservative investment policy trading and investing in Euro denominated bonds or other Euro denominated fixed income securities and short term securities which are admitted to official listing on a stock exchange or which are traded on another regulated market within the EU or the OECD countries. The Sub Fund may hold liquid assets on an ancillary basis, however these liquid assets will never in themselves constitute an investment objective. Global Exposure The Sub Fund uses the commitment approach for the determination of its global exposure. Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept the possibility of capital losses. The value of the Sub Fund may decrease in the event Gedi _2 15

16 of interest rate changes. The Sub Fund is intended for investors who can set aside the invested capital for at least three years. SWEDBANK ROBUR INTERNATIONAL SWEDISH BOND MEGA SUB FUND's aim is to provide a reasonable high income together with capital appreciation through a conservative investment policy trading and investing in Swedish Kronor and international bonds, occasionally on a very limited basis in preference shares, in Swedish Kronor denominated and international long term and short term securities such as treasury bills, treasury notes and convertible securities which are admitted to official listing on a stock exchange or which are traded on another regulated market within the E.U. or the OECD countries. Currency risk exposure shall mainly be to Swedish Kronor and the Sub Fund will therefore use currency hedging strategies within the limits prescribed herein below. The Sub Fund may hold ancillary liquid assets, however these liquid assets will never in themselves constitute an investment objective. Global Exposure The Sub Fund uses an absolute Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the Sub Fund). Profile of the Typical Investor This Sub Fund is intended for wealthy private and institutional investors. Investors must be able to accept the possibility of capital losses. The value of the Sub Fund may decrease in the event of interest rate changes. The Sub Fund is intended for investors who can set aside the invested capital for at least three years. SWEDBANK ROBUR INTERNATIONAL FRN SUB FUND's aim is to provide long term total returns across varying market conditions from an actively managed portfolio of different instruments, including transferable securities, bonds, sovereign and corporate debt securities, money market instruments, financial derivative instruments and certificates of deposits and deposits, all of which may be denominated in EUR or SEK. To achieve its investment objective, the Sub Fund will invest not less than 65 percent in eligible floating rate notes (FRN), such as covered bonds issued by mortgage institutions (but excluding asset-backed and mortgage-backed securities), bonds issued by senior banks, municipalities, county councils, states and well-known companies. The Sub Fund will also make deposits denominated in EUR or SEK and use derivative techniques and instruments, including OTC derivatives. The Sub Fund will seek to hedge back non-base currency exposure to the base currency to moderate currency exchange risks and currency fluctuations. More specifically, foreign exchange and currency derivatives, such as but not limited to currency swaps, fixed income swaps, forward currency exchange contracts, future contracts and currency options may be used for this purpose. Investment, efficient portfolio and hedging exposures to financial derivative instruments shall include, but not be limited to, the entry into futures, options, swaps (including credit and Gedi _2 16

17 credit-default and interest rate swaps), forward foreign currency contracts and OTC derivatives. Investors should note that the use of derivative instruments entails certain risks that may have a negative impact on the performance of the Sub Fund as further described under section "RISK FACTORS". On an ancillary basis, the Sub-Fund may hold liquid assets and invest up to 10 percent of its net assets in other transferable securities and money market instruments within the meaning of point 1) i) of heading 1.2 under section "INVESTMENT RESTRICTIONS". The time until the stated final maturity of each financial instrument shall not exceed four years. The weighted average life (WAL, as defined in ESMA s (European Securities and Markets Authority) guidelines CESR/10-049) of the portfolio shall not exceed two and a half years. Global Exposure The Sub Fund uses an absolute Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the Sub Fund). Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept the possibility of capital losses. The Sub Fund is intended for investors who can set aside the invested capital for at least one year. SWEDBANK ROBUR INTERNATIONAL SWEDISH TOTAL RETURN PLUS SUB FUND's aim is to provide a reasonable high income together with capital appreciation, under different market conditions, through a conservative investment policy trading and investing in Swedish Kronor and international bonds, preference shares or Swedish Kronor denominated and international long term and short term securities such as treasury bills, treasury notes, interest bearing bonded loans and convertible securities which are admitted to official listing on a stock exchange or which are traded on another regulated market within the E.U. or the OECD countries Currency risk exposure shall mainly be to Swedish Kronor and the Sub Fund will therefore use currency hedging strategies within the limits prescribed herein below. The Sub Fund may hold ancillary liquid assets up to 49% of its total net assets. The average duration of the Sub Fund's portfolio may vary between 0 and 1080 days; as a result thereof the Sub Fund will have a great flexibility with respect to duration, especially when interest rates rise, which fact constitutes a prerequisite for creating a reasonable high income whether the market interest rates rise or decrease. Global Exposure The Sub Fund uses an absolute Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The absolute Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 300 percent (not including the base portfolio of the Sub Fund). Gedi _2 17

18 Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept the possibility of capital losses. The value of the Sub Fund may, in the short term, decrease in the event of a rise in interest rates. The Sub Fund is intended for investors who can set aside the invested capital for at least one year. SWEDBANK ROBUR INTERNATIONAL CORPORATE BOND SUB FUND's aim is to provide a reasonable high income together with capital appreciation through a conservative investment policy trading and investing mainly in corporate bonds that are presenting a certain European Union focus. The Sub Fund may also invest in government or covered bonds as well as in other fixed income securities and equity related transferable securities, preference shares, international bonds or treasury bills, treasury notes, interest bearing bonded loans and convertible securities which are admitted to official listing on a stock exchange or which are traded on another regulated market within the E.U. or the OECD countries. This Sub Fund may also invest in mortgage bonds to improve the liquidity of the Sub Fund. The Sub Fund may hold ancillary liquid assets, however these liquid assets will never in themselves constitute an investment objective. The average duration of the Sub Fund's portfolio may vary between 0 and 10 years. The Sub Fund may for the purpose of efficient portfolio management and to hedge against market risks or to provide exposure towards certain markets without direct purchase in the underlying assets engaged in various derivative strategies subject to the restrictions and limits prescribed herein below. Such transactions in which the Sub Fund may engage include swaps, including interest rate swaps and credit default swaps, transactions in financial futures contracts and options thereon. The Sub Fund will seek to hedge its investments against currency fluctuations which are adverse to the Swedish Kronor as reference currency of the Sub Fund by utilizing forward currency exchange contracts, futures contracts and currency options. However, investors should note that the use of derivative instruments entails certain risks that may have a negative impact on the performance of the Sub Fund. Global Exposure The Sub Fund uses a relative Value-at-Risk model for the determination of its global exposure. The Monte Carlo method is used with a 99 percent confidence level and a one day time horizon. The relative Value-at-Risk approach is further described under point 8) iii) "Global Exposure". The Sub Fund's Value-at-Risk is compared to the Markit iboxx EUR Corporates 1-5 (hedged in SEK) index as reference portfolio. The expected maximum level of leverage for the Sub Fund, calculated in accordance with CSSF Circular 11/512, is 200 percent. Profile of the Typical Investor This Sub Fund is intended for private and institutional investors. Investors must be able to accept the possibility of capital losses. The value of the Sub Fund may decrease in the event of interest rate changes. The Sub Fund is intended for investors who can set aside the invested capital for at least three to five years. The above investment policies and objectives do not constitute a guarantee of performance. No guaranty can be given that the investment objectives of the relevant Sub Funds will be achieved. Prospective investors should consider their personal situation before investing in SWEDBANK ROBUR INTERNATIONAL, SICAV or any of its Sub Funds, respectively. Gedi _2 18

19 INVESTMENT RESTRICTIONS 1. Investment Instruments 1.1. The investments of each Sub Fund of the Company shall consist exclusively of: a) transferable securities and money market instruments admitted to or dealt in on a regulated market; b) transferable securities and money market instruments dealt in on another market in a member state as defined in the Law (a "Member State") which is regulated, operates regularly and is recognized and open to the public; c) transferable securities and money market instruments admitted to official listing on a stock exchange in a country in Europe (other than a Member State), Northand South America, Asia, Australia, New Zealand or Africa or dealt in on another market in one of these countries which is regulated, operates regularly and is recognized and open to the public; d) new issues of transferable securities and of money market instruments, provided that: - the terms of issue include an undertaking that applications will be made for admission to official listing on a stock exchange or to another regulated market which operates regularly and is recognized and open to the public in a country in Europe (including a Member State), North- and South America, Asia, Australia, New Zealand or Africa; - such admission is scheduled to be secured within a year of issue. e) units of UCITS authorized according to Directive 2009/65/EC and/or other collective investment undertakings within the meaning of Article 1 paragraph (2), points a) and b) of the Directive 2009/65/EC should they be situated in a Member State or not, provided that: - such other collective investment undertakings are authorized under laws which provide that they are subject to supervision considered by the CSSF to be equivalent to that laid down in Community law, and that cooperation between authorities is sufficiently ensured, - the level of protection for unitholders in the other collective investment undertakings is equivalent to that provided for unitholders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending, and uncovered sales of transferable securities and money market instruments are equivalent to the requirements of Directive 2009/65/EC, - the business of the other collective investment undertakings is reported in halfyearly and annual reports to enable an assessment to be made of the assets and liabilities, income and operations over the reporting period, and Gedi _2 19

20 - no more than 10% of the UCITS' or the other collective investment undertakings' assets, whose acquisition is contemplated, can, according to their fund rules or instruments of incorporation, be invested in aggregate in units of other UCITS or other collective investment undertakings; f) deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than twelve months, provided that the credit institution has its registered office in a Member State or, if the registered office of the credit institution is situated in a third country, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in Community law; g) financial derivative instruments, including equivalent cash-settled instruments, dealt in on a regulated market referred to in a), b) and c) hereinabove; and/or financial derivative instruments dealt in over-the-counter ("OTC derivatives"), provided that: - the underlying consists of instruments covered by this paragraph, financial indices, interest rates, foreign exchange rates or currencies, in which the Company may invest according to its investment objectives, - the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the CSSF, and - the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Company's initiative; h) money market instruments other than those dealt in on a regulated market, if the issue or issuer of such instruments is itself regulated for the purpose of protecting investors and savings, and provided that they are: - issued or guaranteed by a central, regional or local authority or central bank of a Member State, the European Central Bank, the European Union or the European Investment Bank, a non-member State or, in the case of a Federal State by one of the members making up the federation, or by a public international body to which one or more Member States belong, or - issued by an undertaking any securities of which are dealt in on regulated markets referred to in a), b) or c) hereinabove, or - issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by Community law, or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by Community law; or - issued by other bodies belonging to the categories approved by the CSSF provided that investments in such instruments are subject to investor protection equivalent to that laid down in the first, the second or the third indent of this paragraph h), and provided that the issuer is a company whose capital and reserves amount to at least ten million Euros (EUR 10,000,000.-) and which Gedi _2 20