Swedbank announces SEK 12.4 billion rights issue fully underwritten by existing shareholders

Press Release October 27, 2008

Swedbank announces SEK 12.4 billion rights issue fully underwritten by existing
shareholders

• The Board of Swedbank has resolved to raise in total SEK 12.4 billion through
a new issue
of preference shares with preferential subscription rights for existing
shareholders. The new
issue is subject to approval at an Extraordinary General Meeting (the “EGM”)
expected to be
held on 25 November 2008.

• The capital increase will enhance Swedbank's Tier 1 ratio from 8.7% to 10.5%
and core Tier
1 ratio from 7.4% to 9.2%.(note 1) While Swedbank is currently in a sound
financial position, capital
markets continue to experience significant volatility reflecting greater
uncertainty in the
broader economy and Swedbank believes it is prudent to strengthen its capital
position.

• The new issue is underwritten 100% by a group of existing shareholders
including Folksam,
the savings bank foundations, over 60 savings banks, AMF Pension, AFA Insurance
and the
Swedish national pension funds, AP1 and AP2. These shareholders, together
representing
42% of all outstanding shares in Swedbank, have committed to vote in favour of
the new
issue at the EGM.

• The rights issue is being made on the basis of one (1) new preference share
for every two
(2) existing ordinary shares at a subscription price of SEK 48 per share, which
is 19% lower
than the last closing price of the ordinary shares on 24 October 2008 on OMX
Nordic
Exchange Stockholm.(note 2)

• Each preference share will have an annual preferential non-cumulative dividend
of SEK 4.80
per share (note 3) (10% of the subscription price) and will automatically be
converted into ordinary
shares in 2013, or earlier at the request of the holder in February and August
each year, the
first time in August 2009.

• The new issue will increase the total number of shares outstanding by
257,686,706 to
773,060,118, consisting of 515,373,412 ordinary shares and 257,686,706
preference
shares.


“The market environment has changed dramatically over the last few months. All
banks are affected
by the turbulence in the global financial markets and the worsening
macroeconomic situation,
leading to a re-evaluation of capital requirements. It is important to stress
that Swedbank is a
profitable bank with sound capitalisation, however, we believe it is in the best
interest of all
stakeholders to take proactive and decisive action in this volatile and
uncertain market
environment.”, says Carl Eric Stålberg, Chair of the Board.

“This transaction will result in our capitalisation comparing favourably to
other large European banks
and puts us in a strong position. In addition, the strong support from our major
shareholders
represents an important vote of confidence in the bank.”, concludes Carl Eric
Stålberg.
A press conference (in Swedish) will be held today at 9:30 a.m. CET at
Swedbank's headquarters in
Stockholm, Brunkebergstorg 8. The press conference can also be accessed via the
web.
Representatives from Folksam, the savings bank foundations and individual
savings banks will be
attending.

A conference call for analysts (in English) will be held today at 3:00 p.m. CET,
please dial in at no
+46 (0)8 5052 0114 or +44 (0)207 1620 177. An audio recording of the conference
call will be
available for one week following the event. Re-dial number +44 (0)20 7031 4064
or +46 (0)8 5052
0333, access code 815074.

Mr Jan Lidén, President and CEO, will present and comment on the new share issue
and the Q3
results at an open analyst meeting at 8:00 a.m. GMT in London today. The
presentation will be held
at Andaz Hotel (previously Great Eastern), 40 Liverpool Street, London EC2M 7QN.
The
presentation is expected to end by 9:00 a.m.

Other
Lenner & Partners is acting as financial advisor, and Gernandt & Danielsson and
Clifford Chance
are acting as legal advisors to Swedbank in connection with the capital
increase.
Swedbank Markets, J.P. Morgan and Merrill Lynch are acting as Joint Lead
Managers and Joint
Bookrunners for the new issue.

For further information, please contact:
Carl Eric Stålberg, Chair of the Board, +46 8 5859 1296
Mikael Inglander, CFO, +46 8 5859 1314
Thomas Backteman, Head of Communications and IR, +46 8 5859 3509
Johannes Rudbeck, IR manager, +46 8 5859 3322



Background and rationale for rights issue
The development in the global financial markets has been extreme over the last
couple of months.
The entire banking system and infrastructure have been distressed to the point
where governments
around the world, including in Sweden, have been forced to introduce measures to
stabilise and
reinforce the market's confidence in the financial system.

As a result of the disruption in financial markets, the current macroeconomic
outlook has become
increasingly uncertain and a more pronounced downturn cannot be ruled out.
Investors' and other
stakeholders' benchmarks for appropriate bank capital requirements have also
increased
considerably.

In light of these uncertainties and market concerns, and despite Swedbank's
sound financial
position, Swedbank believes it is prudent to work with an additional buffer over
its existing capital
ratio targets. The Board of Swedbank has therefore decided to increase its Tier
1 capital by raising
SEK 12.4 billion in new equity capital before deduction for issue related
expenses. However, the
existing target of a Basel 2 Tier 1 ratio of around 8.5-9.0% remains the medium
term target. The
capital increase is expected to improve Swedbank's competitive position and
enables the group to
act from a stronger position.

The capital increase will on a pro forma basis enhance Swedbank's Tier 1 ratio
from 8.7% to 10.5%,
core Tier 1 ratio from 7.4% to 9.2% and capital adequacy ratio from 12.5% to
14.3% as of 30
September 2008 and based on full implementation of Basel 2 rules. Based on Basel
2 transition
principles, the capital increase will pro forma enhance Swedbank's Tier 1 ratio
from 6.8% to 8.2%,
core Tier 1 ratio from 5.8% to 7.2% and capital adequacy ratio from 9.9% to
11.3% as of 30
September 2008.

The Board continues to be committed to the existing dividend policy.

Terms for rights issue

The Board of Swedbank has resolved on a new issue of preference shares with
preferential rights
for existing shareholders, which will raise proceeds of SEK 12.4 billion before
deduction for issue
related expenses. The Board's resolution on the new issue is subject to approval
and amendment to
the articles of association at an EGM expected to be held on 25 November 2008.

The new issue is underwritten 100% by a group of existing shareholders
consisting of Folksam, the
savings bank foundations, over 60 savings banks, AMF Pension, AFA Insurance,
SPK, Swedbank
employee foundation, and the Swedish national pension funds, AP1 and AP2. This
shareholder
group represents 42% of all outstanding shares in Swedbank and has committed to
vote in favour of
the new issue at the EGM.

Existing shareholders in Swedbank have preferential rights to subscribe for the
new preference
shares. The rights issue is being made on the basis of one (1) new preference
share for every two
(2) existing ordinary shares at a subscription price of SEK 48 per share, which
is 19% lower than the
last closing price of the ordinary shares on 24 October 2008 on OMX Nordic
Exchange Stockholm.
In total, 257,686,706 preference shares will be issued.

The preference shares will have a right to an annual dividend of SEK 4.80 per
share, 10% of the
subscription price, unless a higher dividend is decided for the ordinary shares,
in which case such
higher dividend will be equally paid for all shares (except in 2009, when the
preference shares will
have a right to a fixed dividend of SEK 2.40 per share)(note 4). The preference
shares carry right to
dividend (such right not being cumulative) before any dividends are paid on
ordinary shares. The
holder can convert the entire holding of preference shares into ordinary shares
upon request in
February and August each year, the first time in August 2009. The preference
shares will
automatically be converted into ordinary shares shortly after the Annual General
Meeting in 2013.
The preference shares will have the same voting rights as the ordinary shares.
In contrast to
preference shares in some other jurisdictions, the issue proceeds from the
preference shares qualify
as core Tier 1 capital under Swedish regulations.

The notice of the EGM is expected to be published on 28 October 2008, with the
EGM expected to
be held on 25 November 2008. The Board's resolution and other information
relating to the new
issue of preference shares will be made available on Swedbank's website,
www.swedbank.com, not
later than two weeks prior to the EGM.


Preliminary time table

Events are expected to take place on or around indicated dates.

25 November 2008 EGM to decide on the resolution of the Board of Swedbank
regarding
the rights issue and amendments to the articles of association.

26 November 2008 First day of trading excluding the right to participate in the
rights issue.

28 November 2008 Record day for participating in the rights issue.

1 December 2008 Prospectus containing further details and conditions of the new
issue
published.

2 - 11 December 2008 Trading in subscription rights.

2 - 16 December 2008 Subscription period.

23 December 2008 Announcement of the outcome of the rights issue.

Mid January 2009 New issue completed

The subscription rights will be traded on OMX Nordic Exchange Stockholm.
Swedbank will apply for
listing of the new preference shares on OMX Nordic Exchange Stockholm in
connection with the
completion of the rights issue.

Notes:
1 Based on third quarter 2008 figures with full implementation of Basel 2 rules
and the capital increase net of estimated issue related
expenses.
2 The discount to the theoretical ex-rights price (TERP) would have been around
14% had the preference shares been ordinary shares.
3 Except in 2009, when the preference shares will have a fixed dividend of SEK
2.40 per share. The dividend is always subject to there
being distributable funds and the shareholders resolving on dividend at a
shareholders' meeting.
4 The right to dividend is always subject to there being distributable funds and
the shareholders resolving on dividend at a shareholders'
meeting.

THIS PRESS RELEASE IS NOT AN OFFER FOR SUBSCRIPTION FOR SHARES IN SWEDBANK AB. A
PROSPECTUS RELATING TO THE RIGHTS OFFERING REFERRED TO IN THIS PRESS RELEASE AND
THE SUBSEQUENT LISTING OF THE PREFERENCE SHARES AT OMX NORDIC EXCHANGE
STOCKHOLM WILL BE PREPARED AND FILED WITH THE SWEDISH FINANCIAL SUPERVISORY
AUTHORITY. AFTER APPROVAL AND REGISTRATION OF THE PROSPECTUS BY THE SWEDISH
FINANCIAL SUPERVISORY AUTHORITY, THE PROSPECTUS WILL BE PUBLISHED AND MADE
AVAILABLE ON INTER ALIA SWEDBANK'S WEBSITE.
THE RIGHTS TO BE ISSUED AND THE PREFERENCE SHARES TO BE OFFERED IN THE OFFERING
REFERRED TO IN THIS PRESS RELEASE WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR ANY STATE OF THE UNITED
STATES UNLESS REGISTERED OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
THE DISTRIBUTION OF THIS PRESS RELEASE IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF, OR AN INVITATION TO
PURCHASE,
ANY SECURITIES OF SWEDBANK IN ANY JURISDICTION IN WHICH SUCH OFFER OR INVITATION
WOULD BE UNLAWFUL.
THIS PRESS RELEASE CONTAINS “FORWARD-LOOKING STATEMENTS”, WHICH ARE STATEMENTS
RELATED TO FUTURE, NOT PAST, EVENTS. IN THIS CONTEXT, FORWARD-LOOKING STATEMENTS
OFTEN ADDRESS SWEDBANK'S EXPECTED FUTURE BUSINESS AND FINANCIAL PERFORMANCE,
AND OFTEN CONTAIN WORDS SUCH AS “EXPECT,” “ANTICIPATE,” “INTEND,” “PLAN,”
“BELIEVE,”
“SEEK,” OR “WILL”. FORWARD-LOOKING STATEMENTS BY THEIR NATURE ADDRESS MATTERS
THAT
ARE, TO DIFFERENT DEGREES, UNCERTAIN AND CAN BE INFLUENCED BY MANY FACTORS,
INCLUDING THE BEHAVIOR OF FINANCIAL MARKETS, INCLUDING FLUCTUATIONS IN INTEREST
AND
EXCHANGE RATES, COMMODITY AND EQUITY PRICES AND THE VALUE OF FINANCIAL ASSETS;
CONTINUED VOLATILITY AND FURTHER DETERIORATION OF THE CAPITAL MARKETS; THE
COMMERCIAL AND CONSUMER CREDIT ENVIRONMENT; THE IMPACT OF REGULATION AND
REGULATORY, INVESTIGATIVE AND LEGAL ACTIONS; STRATEGIC ACTIONS; AND NUMEROUS
OTHER MATTERS OF NATIONAL, REGIONAL AND GLOBAL SCALE, INCLUDING THOSE OF A
POLITICAL, ECONOMIC, BUSINESS AND COMPETITIVE NATURE. THESE FACTORS MAY CAUSE
SWEDBANK'S ACTUAL FUTURE RESULTS TO BE MATERIALLY DIFFERENT THAN THOSE
EXPRESSED IN ITS FORWARD-LOOKING STATEMENTS. SWEDBANK DOES NOT UNDERTAKE TO
UPDATE ITS FORWARD-LOOKING STATEMENTS.
J.P. MORGAN SECURITIES LTD AND MERRILL LYNCH INTERNATIONAL AND ARE ACTING
EXCLUSIVELY FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE CAPITAL
INCREASE. THEY WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF
THIS RELEASE) AS THEIR RESPECTIVE CLIENTS IN RELATION TO THE CAPITAL INCREASE
AND
WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE
PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS NOR FOR GIVING ADVICE IN
RELATION
TO THE CAPITAL INCREASE OR ANY TRANSACTION OR ARRANGEMENT REFERRED TO HEREIN.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY J.P. MORGAN
SECURITIES LTD AND MERRILL LYNCH INTERNATIONAL AS TO THE ACCURACY, COMPLETENESS
OR VERIFICATION OF THE INFORMATION SET FORTH IN THIS RELEASE, AND NOTHING
CONTAINED
IN THIS RELEASE IS, OR SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION IN
THIS
RESPECT, WHETHER AS TO THE PAST OR THE FUTURE. J.P. MORGAN SECURITIES LTD AND
MERRILL LYNCH INTERNATIONAL ASSUME NO RESPONSIBILITY FOR ITS ACCURACY,
COMPLETENESS OR VERIFICATION AND ACCORDINGLY DISCLAIM, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL LIABILITY WHICH THEY MIGHT OTHERWISE BE
FOUND TO HAVE IN RESPECT OF THIS RELEASE OR ANY SUCH STATEMENT.

Swedbank's vision is to be the leading financial institution in the markets
where we are present. Swedbank has 9 million retail customers and 600,000
corporate customers with more than 459 branches in Sweden, 300 branches in the
Baltic countries and another 190 branches in Ukraine. The group is also present
in Copenhagen, Helsinki, Kaliningrad, Luxembourg, Marbella, Moscow, New York,
Oslo, Shanghai, St. Petersburg and Tokyo. As of December 2007 the group had
total assets of SEK 1,600 billion and approximately 22,000 employees. For more
information about Swedbank, please visit www.swedbank.com.