NOTICE OF THE ANNUAL GENERAL MEETING OF FÖRENINGSSPARBANKEN AB

WELCOME TO FÖRENINGSSPARBANKEN’S ANNUAL GENERAL MEETING ON APRIL 25, 2006. Shareholders in FöreningsSparbanken AB are hereby notified that the Annual General Meeting will be held at Malmö Opera och Musikteater, Östra Rönneholmsvägen 20, in Malmö, on Tuesday, April 25, 2006 at 13.00 (CET).

The doors open and registration for the Meeting begins at 11.00 (CET). Registration for participation in the Meeting concludes when the Meeting is opened. A light lunch will be served prior to the Meeting. The Bank has reserved buses which will depart on the morning of the Meeting from the railway station via the bank’s branch at Gustav Adolfs Torg to Opera och Musikteatern each half hours, the first departure at 10.50 (CET) and the last departure at 12.20 (CET). Buses will also depart from Opera och Musikteatern once the Meeting has concluded. As a service to participating non Swedish speaking shareholders, the Meeting will be simultaneously interpreted to English. INSTRUCTION TO SHAREHOLDERS Shareholders who wish to attend the Meeting must be recorded in the shareholders register maintained by Värdepapperscentralen VPC AB (the Swedish Central Securities Depository) on April 19, 2006 and must notify FöreningsSparbanken’s head office of their intention to attend and the number of any accompanying assistants (max. two) not later than April 19, 2006 at 3:00 (CET). Notification may be submitted in any of the following manners: • by letter to Box 47022, SE-100 74 Stockholm, Sweden • by telephone +46 8 775 44 66, • by fax +46 8 775 02 75, label the message “FSB”, or • online at www.fsb.se/ir, under the heading årsstämma (Annual General Meeting). Please note that online registration is only available in Swedish. In your notification, you are required to state your name, and in addition please inform about personal/company registration number (for Swedish citizens or companies), address and telephone number. NOMINEE-REGISTERED SHARES Shareholders whose shares are nominee-registered must - in addition to the notification of intention to attend - request that they be temporarily registered in their own names in the shareholders register, maintained by VPC, to be entitled to attend the Meeting. Re-registration must be finalized by April 19, 2006. This means that shareholders must advise their nominees well in advance of this date, in order for the re-registration to be completed at the latest by April 19, 2006. PROXIES Shareholders represented by proxy must submit a signed and dated power of attorney. If the power of attorney is issued by a legal entity, it must be accompanied by a certified registration certificate or other document attesting to the authority of the signatory. The power of attorney may not be more than one year old. An original power of attorney and authorization documentation should be sent to FöreningsSparbanken at the above address well in advance of the Meeting, preferably not later than April 19, 2006. PERSONAL DETAILS Personal details obtained from the shareholders register maintained by VPC, notification of participation in the Annual General Meeting and information on proxies and assistants will be used for the required registration, preparation of the voting list for the Meeting and, where applicable, the minutes of the Meeting. PROPOSED AGENDA 1. Opening of the Meeting and address by the Chairman, including presentation of the work of the Board of Directors 2. Election of the Meeting Chairman 3. Preparation and approval of the voting list 4. Approval of the agenda 5. Appointment of two persons to verify the minutes 6. Decision whether the Meeting has been properly convened 7. a) Presentation of the annual report of the Board of Directors and the consolidated accounts for the financial year 2005 b) Address by the President c) Presentation of the auditors’ reports for the Bank and the Group for the financial year 2005 8. Approval of the profit and loss account and balance sheet of the Bank and the consolidated profit and loss account and consolidated balance sheet for the financial year 2005 9. Approval of the Bank’s profit in accordance with the adopted balance sheet 10. Decision whether to discharge the Directors and the President from liability for their administration during the period covered by the annual report 11. Determination of the number of Directors 12. Determination of the fees paid to the Directors 13. Election of the Chairman and the other Directors 14. Determination of the fees paid to the auditors 15. Decision on principles for appointment of the Nomination Committee 16. The Board’s proposal to amend the Bank’s Articles of Association 17. The Board’s proposal to acquire the Bank’s own shares in accordance with Chapter 4 Section 5 of the Securities Operations Act (1991:981) and disposal of such acquired shares 18. The Board’s proposal for a) reduction of the share capital and b) bonus issue 19. The Board’s proposal to authorize the Board to decide on acquisitions, in addition to the authorization in item 17, of the Bank’s own shares 20. The Board’s proposal to authorize the Board to decide on the raising of loans according to Chapter 11 Section 11 the Companies Act (2005:551) 21. Approval of the Board’s proposal for the principles of compensation and other employment terms for senior executives and others 22. Other business which may come before the Meeting by law or in accordance with the Articles of Association. 23. Closing of the Meeting. The addresses presented by the Chairman and the President will be available online following the Meeting at www.fsb.se/ir. MOTIONS Item 2. Election of the Meeting Chairman The Nomination Committee proposes that Thage G. Peterson, former Speaker of the Parliament, be elected Chairman of the Meeting. Item 9. Motion to appropriate the Bank’s profit in accordance with the adopted balance sheet The Board proposes a dividend of SEK 7.50 per share and the proposed record date to be April 28, 2006. With this record date, the dividend is expected to be paid through VPC on May 4, 2006. Item 10. Motion to discharge the Directors and the President from liability for their administration during the period covered by the annual report The auditors recommend that the members of the Board of Directors and the President be discharged from liability. Item 11. Determination of the number of Directors. Item 12. Determination of the fees paid to the Directors. Item 13. Election of the Chairman and the other Directors. Item 14.Determination of the fees paid to the auditors. Item 15. Decision on principles for appointment of the Nomination Committee. See Nomination Committee’s proposal below. Item 16. The Board’s proposal to amend the Bank’s Articles of Association. The Board proposes that the following main amendments are made to the Bank’s Articles of Association: § 1 “Name and object” be amended so that the registered name is Swedbank AB. The present supplementary registered name Swedbank will be removed. § 3 “Share capital” be amended so that the current wording on share’s par value will be deleted and to insert wording to the effect that the number of shares shall be no less than 200 million and no more than 800 million. The change is due to the new Companies Act (2005:551) which entered into force 2006-01-01. § 4 “Record day provision” be amended to comply with the new Companies Act. The change is of minor importance. § 6 “Board of Directors” be amended so that the election period for the Directors is deleted. The change is of minor importance since the new Companies Act stipulates that Directors are elected for the period until the conclusion of the next Annual General Meeting unless otherwise is stipulated in the Articles of Association. § 7 “Quorum, etc.” be amended so that new references to the new Companies Act are inserted as a consequence of said Act. § 8 “Financial year” be amended so that the wording is more modern. The change is of minor importance, hence the financial year of the bank shall be the calendar year. § 9 “Auditors” be amended so that the second paragraph be stricken regarding the four year election period for the auditors. § 10 “Scheduling of Annual General Meetings” and § 11 “Agenda for the Annual General Meeting” be amended to reflect the new terms used in the new Companies Act in relation to Annual General Meetings. § 12 “Right to vote at General Meetings, etc.” be amended so that the numbers of cities where general meetings may be held are decreased compared to the present numbers of cities, thus general meetings shall be held in Stockholm, Göteborg, Malmö or Umeå. In the penultimate paragraph a new reference is inserted as a consequence of the new Companies Act. The last paragraph is stricken. § 13 “Notice convening General Meetings, etc.” be amended to reflect the new terms used in the new Companies Act in relation to Annual General Meetings, to insert a new reference to the new Companies Act in the third paragraph and that the words “or other presentation” are inserted in the fourth paragraph and in addition to insert a reference to the fifth business day prior to the General Meeting in said paragraph. All changes are made as a consequence of the new Companies Act. Item 17. Decision on acquisition the Bank’s own shares in accordance with Chapter 4 Section 5 of the Securities Operations Act (1991:981) and disposal of such acquired shares The Board proposes that the Annual General Meeting resolve that the Bank, during the period until the Annual General Meeting in 2007, be permitted to acquire its own shares through its securities operations in accordance with chapter 4 § 5 of the Securities Operation Act up to a number that at any given time does not exceed two and a half percent of the Bank’s shares outstanding. The price of shares acquired in this manner shall correspond to the current market price at the time. The proposal also covers the right for the Bank to dispose of such acquired shares. Item 18. Decision on a) reduction of the share capital and b) bonus issue. FöreningsSparbanken AB holds 14, 937, 531 A shares equivalent to slightly more than 2.8 percent of the total numbers of issued shares. The Board considers that there is a lack of reason for the bank either to continue to hold these shares or to dispose of them. Consequently, the Board proposes that the Meeting shall decide to reduce the share capital by SEK 298,750,620 by cancelling such shares without repayment. The amount of the reduction will be allocated to funds to be utilised pursuant to a resolution by a general meeting of shareholders. The Board proposes that the Meeting resolves that the Bank’s share capital be increased by SEK 515,373,412 of which a sum equivalent to the reduction in share capital, i.e. SEK 298,750,620 be transferred from non-restricted equity, and SEK 216,622,792 be transferred from the Bank’s statutory reserve as shown in the last adopted balance sheet. The bonus issue will be carried out without any new shares being issued. After carrying out the bonus issue, the share’s quota value will increase from SEK 20 to SEK 21. The decision on reduction of the share capital shall be conditional upon the decision on the bonus issue and vice versa. Subsequent to the issue, the Bank’s share capital will amount to SEK 10,822,841,652. Item 19. Decision on authorization for the Board to decide on acquisitions, in addition to the authorization in item 17, of the Bank’s own shares The Board proposes that the Annual General Meeting authorize the Board for the period until the Annual General Meeting in 2007 to decide to acquire the Bank’s own shares, in addition to what is stated above in item 17, on one or more occasions primarily as follows: Acquisitions may only be made through purchase on the Stockholm Stock Exchange (Stockholmsbörsen) and may not result in that the Bank’s total holdings of its own shares, excluding shares acquired in securities operations in accordance with Item 17, at any given time amounts to more than five percent of the total number of the shares in the Bank. The price shall lie within the interval between the highest buying rate and the lowest selling rate officially quoted for shares in the Bank at the time of acquisition. The purpose of the Board’s proposal under this Item is to make possible an adaptation of the Bank’s capital structure to existing capital needs. Item 20. Decision on authorization for the Board to decide on the raising of loans according to Chapter 11 Section 11 the Companies Act (2005:551) The Board proposes that the Annual General Meeting authorize the Board for the period until the Annual General Meeting in 2007, on one or more occasions, to decide on the raising of loans according to Chapter 11 Section 11 the Companies Act. The authorization is a consequence of the new Companies Act. Item 21. Approval of principles of compensation and other employment terms for senior executives and other The Board proposes that the principles set out below shall be approved by the Annual General Meeting, and that they will form the basis of a remuneration policy to be decided by the Board during 2006. It is proposed that the remuneration policy covers the following categories: -level 1) the President -level 2) persons in executive management (presently called Group Executive Management (GEM)) -level 3) persons in the respective management groups for strategic business units The basis of the salary and compensation structure shall be the total annual remuneration range for the above-mentioned categories. The range is determined annually by the Board, after preparation by the Board’s Compensation Committee, taking into account the current market terms to facilitate competitive terms in local markets in which the respective business units operate. The compensation range includes the annual cost of basic salaries, benefits, pensions, and bonuses, the cost of notice of termination and severance pay including social insurance charges and payroll taxes. The fixed salary shall accord with market conditions and be competitive and additionally, such things as responsibility for revenue and costs, the degree of difficulty of the position, the competence of the individual, skills, experience and performance shall be taken into account when establishing salary. Bonus shall be limited to a maximum outcome, and shall be based on quantitative and qualitative goals agreed in advance. Decisions on any outcome shall be made annually by the Board. Pension benefits can be defined benefit or defined contribution and shall be vested benefits. In addition to the above categories, other categories may also be covered by the forthcoming remuneration policy. Current senior executives are covered by already signed agreements. ______________________________ Approval of the Board’s proposals according to items 16, 17 and 18 a) and 19 requires that the Annual General Meeting’s resolutions receive the support of shareholders representing at least 2/3 of the votes cast and shares represented at the Meeting. The accounts and auditors’ report, and the complete proposals of the Board in respect of items 16-19 and 21 and the auditors report on the Board’s proposal under Item 18, will be made available from FöreningsSparbanken, Company Secretary, Brunkebergstorg 8, Stockholm not later than April 11, 2006. The documents will be sent to shareholders who request them and provide their postal address. The proposals, together with the annual report, will also be made available not later than the same date at www.fsb.se/ir. Shareholders are warmly welcomed to the Annual General Meeting. Stockholm, March 2006 FöreningsSparbanken AB (publ) The Board of Directors Proposal of the Nomination Committee The Nomination Committee proposes that Thage G. Peterson, former Speaker of the Parliament, be elected Chairman of the Meeting. The Nomination Committee has presented its proposal for the election of the Board, comprising eight Directors, for the period until the conclusion of the next Annual General Meeting. Bo Forslund and Marianne Qvick Stoltz have declined reelection. The Nomination Committee has recommended Mart Laar and Anders Nyblom as new members and the reelection of Ulrika Francke, Thomas Johansson, Göran Johnsson, Berith Hägglund Marcus, Carl Eric Stålberg and Caroline Sundewall. Carl Eric Stålberg is considered to be dependent in relation to the Bank due to employment, but independent in relation to the Bank’s major shareholders according to both the stock exchange listing agreement and the Swedish Code of Corporate Governance. All other nominees are considered to be independent in relation to the Bank, its management and its major shareholders, according to both the stock exchange listing agreement and the Swedish Code of Corporate Governance. The Nomination Committee proposes that the Annual General Meeting reelect the current Chairman of the Board, Carl Eric Stålberg, as Chairman, and that the Meeting resolve that the Board select a Chairman from among its members until the conclusion of the next Annual General Meeting if Carl Eric Stålberg leaves the position during his mandate period. The Nomination Committee proposes that total annual fees of not more than SEK 5,250,000 be paid to the Directors elected by the Annual General Meeting until the next Annual General Meeting is held. The Nomination Committee proposes that the Annual General Meeting resolve that the total fee, SEK 5,250,000, be distributed as follows: SEK 1,300,000 to the Chairman, SEK 650,000 to the Deputy Chairman and SEK 325,000 to each of the other Directors. The Nomination Committee also proposes that the Annual General Meeting resolve to pay the Directors being members of the Credit Committee fees of SEK 250,000 and to pay the Director being the Chairman of the Audit Committee fees of SEK 125,000 and to the each of the other Directors being members of said Committee SEK 75,000, respectively. The Nomination Committee proposes that the auditors’ fees be payable as invoiced. The Nomination Committee proposes the following principles for the election of a Nomination Committee. The Annual General Meeting shall determine that, for the period up until the conclusion of the next Annual General Meeting, a Nomination Committee shall be established, consisting of five Members. The Chairman of the Board, included as a Member of the Nomination Committee, shall contact the four shareholders who have the largest shareholdings in the Bank, on the basis of known shareholders as of 30 September 2006. The Nomination Committee shall elect its own Chairman, who shall not be the Chairman of the Board. Members of the Nomination Committee shall be entitled to be compensated by the Bank for reasonable costs incurred for the assignment. A member who retires from the Nomination Committee before its work is completed shall be replaced, if the Nomination Committee so decides, with another person who represents the same shareholder or, if this shareholder is no longer one of the four largest shareholders, from a shareholder which is next in order of size. The duties of the Nomination Committee shall be, where applicable, to submit recommendations to the next General Meeting for decisions regarding: - The election of a chairman of the General Meeting - The election of a chairman of the Board of Directors and the other members of the Board - The election of auditors - The fees of the members of the Board of Directors, including fees for committee work - The fees of the auditors The complete proposal, information regarding the nominees and statement of the Nomination Committee´s work will be available at www.fsb.se/ir and from FöreningsSparbanken, Company Secretary, Brunkebergstorg 8, Stockholm. The Nomination Committee – consisting of Chairman Allan Karlsson, representative of Sparbankernas Nya Förvaltningsaktiebolag and the Savings Banks Foundations, Ramsay Brufer, representative of Alecta pensionsförsäkring, ömsesididgt, Ulf Christoffersson representative of the the Swedish Savings Banks Organisation and the Savings Banks; Jan-Erik Erenius representative of AMF Pension and Carl Eric Stålberg, Chairman of the Board of Directors of FöreningsSparbanken AB.