Welcome to the Extraordinary General Meeting of Swedbank on 15 September 2009

The shareholders in Swedbank AB are hereby convened to an Extraordinary General Meeting at Cirkus, Djurgårdsslätten 43–45, Stockholm, Sweden on Tuesday 15 September 2009 at 09:30 (CET). The doors open for the shareholders from 08:00 (CET). A light meal will be served prior to the Meeting. As a service to participating non Swedish speaking shareholders, the Meeting will be simultaneously interpreted to English. INSTRUCTIONS TO SHAREHOLDERS, ETC. Shareholders who wish to attend the Meeting must be recorded in the shareholders register maintained by Euroclear Sweden AB (formerly VPC AB) (“Euroclear”, the Swedish Central Securities Depository) on 9 September 2009 (the “Record Date”), and must notify Swedbank’s head office of their participation not later than 9 September 2009, preferably before 3:00 p.m. (CET). Notification may be submitted • by letter to Swedbank, Box 7839, SE 103 98 Stockholm, Sweden, or • by telephone +46 8-402 90 60, or • by fax +46 8-20 56 85, label the message “Swedbank EGM”, or • online at www.swedbank.com/ir, under the heading Extra bolagsstämma (Extraordinary General Meeting). Please note that online registration is only available in English for individuals. The notification shall include your name and in addition preferably also include personal/company registration number (for Swedish citizens or companies), address, telephone number and the number of any accompanying assistants (not more than two). Entrance cards, which must be shown at the entrance of the premises of the Meeting, will be sent around 10 September 2009 to participants who have submitted a notification. NOMINEE-REGISTERED SHARES Shareholders whose shares are nominee registered must, in addition to the notification of participation, request that their shares be temporarily registered in their own name at Euroclear in order to be entitled to participate in the Meeting. Such registration must be completed not later than 9 September 2009. This means that the shareholder who wishes such registration must notify the nominee well in advance of such date. PROXIES, ETC. Shareholders represented by proxy or a representative are asked to submit a signed and dated power of attorney in original, a certified copy of a registration certificate or other document attesting to the authority of the signatory, to Swedbank at the above address well in advance of the Meeting, preferably not later than 9 September 2009. Forms for power of attorneys are available online at www.swedbank.com/ir under the heading Extra bolagsstämma (Extraordinary General Meeting). Please note that online registration is only available in English for individuals. PERSONAL DETAILS Personal details obtained from the share register, notification of participation in the 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 in connection therewith address by the Chair 2. Election of the Meeting Chair 3. Preparation and approval of the voting list 4. Approval of the agenda 5. Appointment of two persons to verify the minutes 6. Resolution on whether the Meeting has been properly convened 7. Resolution on (a) approval of the Board of Directors’ resolution on a new issue and (b) transfer to the bank’s share capital from other shareholders’ equity 8. Resolution on (a) reduction of the share capital, (b) amendment to the articles of association, (c) approval of the Board of Directors’ resolution on a new issue, and (d) transfer to the bank’s share capital from other shareholders’ equity 9. Resolution on (a) amendment to the articles of association, (b) reduction of the share capital, (c) amendment to the articles of association, (d) approval of the Board of Directors’ resolution on a new issue, and (e) transfer to the bank’s share capital from other shareholders’ equity 10. Resolution on (a) amendment to the articles of association, (b) reduction of the share capital, (c) amendment to the articles of association, (d) approval of the Board of Directors’ resolution on a new issue, and (e) transfer to the bank’s share capital from other shareholders’ equity 11. Closing of the Meeting The address made by the Chair will be available online following the Meeting at www.swedbank.com/ir. MOTIONS, ETC. Item 2; Election of the Meeting Chair Counsel Axel Calissendorff is proposed as Meeting Chair. Information regarding the Board of Directors’ proposals pursuant to items 7–10 As is stated below, the Board of Directors proposes, inter alia, that the Extraordinary General Meeting resolves on approval of the Board of Directors’ resolution on a new issue of ordinary shares with preferential rights for the shareholders. The maximum amount by which the share capital shall be increased, the maximum number of shares to be issued and the subscription price to be paid for each new share will be determined by the Board of Directors at a later occasion, however not later than on 12 September 2009. In order to achieve flexibility regarding the determination of the complete terms, the Board of Directors has prepared four alternative proposals (items 7–10) of which only one proposal may be adopted by the General Meeting. Thus, the Board of Directors will withdraw the three proposals which it deems least appropriate for the implementation of the new issue. Such withdrawal will be announced in connection with the Board of Directors determination of the complete terms for the new issue. Each of the items 7–10 below shall be deemed as one proposal and, accordingly, the relevant item shall, as a whole, be adopted by the General Meeting as one resolution. Item 7; Resolution in relation to a new issue of ordinary shares with preferential rights for the shareholders a) Resolution on approval of the Board of Directors’ resolution on a new issue The Board of Directors proposes that the General Meeting approves the Board of Directors’ resolution from 16 August 2009, on a new issue of ordinary shares with preferential rights for the shareholders, subject to the following main terms. The Board of Directors, or anyone appointed within the Board of Directors, is authorised to, not later than on 12 September 2009, resolve on the maximum amount by which the bank’s share capital shall be increased, the maximum number of ordinary shares to be issued and the subscription price to be paid for each new ordinary share. The right to subscribe for the new ordinary shares shall, with preferential rights, be granted to the shareholders, regardless of whether their shares are ordinary shares or preference shares. The record date for receipt of subscription rights is 18 September 2009. Subscription for new ordinary shares by virtue of subscription rights shall be made by way of cash payment during the period from and including 22 September 2009 until and including 6 October 2009. Application for subscription of ordinary shares not based on subscription rights shall be made within the same period of time. Subscription shall in such cases be made on a special subscription list. Payment for ordinary shares which have been subscribed for without subscription rights shall be made in cash according to instructions on the contract note, however not later than on the third bank day after the issuing of the contract note. The Board of Directors shall be entitled to prolong the subscription period. The new ordinary shares shall carry right to dividends for the first time on the first dividend record date occurring after the registration of the shares with the Swedish Companies Registration Office. b) Resolution on transfer to the bank’s share capital from other shareholders’ equity In order to facilitate the new issue pursuant to item 7a) above, the Board of Directors proposes, if and to the extent it is required by reason of the subscription price in the new issue is being set at a price lower than the quotient value of the shares (currently SEK 21), that the requisite amount, however not more than SEK 5 billion, shall be transferred to the bank’s share capital from other shareholders’ equity. Item 8; Resolution in relation to a new issue of ordinary shares with preferential rights for the shareholders a) Resolution on reduction of the share capital In order to facilitate the new issue pursuant to item 8c) below, the Board of Directors proposes that the share capital of the bank, which presently amounts to SEK 16,234,262,478, shall be reduced by SEK 4,638,360,708 without redemption of shares, to be transferred to a fund to be used pursuant to a resolution adopted by a General Meeting. Following the reduction, the share capital of the bank will amount to SEK 11,595,901,770 divided into 773,060,118 shares, each share with a quotient value of SEK 15. b) Resolution on amendment to the articles of association In order to enable the new issue pursuant to item 8c) below, the Board of Directors proposes that article 3, first paragraph of the articles of association shall be amended insofar that the share capital of the bank shall be not less than fifteen billion Swedish kronor (SEK 15,000,000,000) and not more than sixty billion Swedish kronor (SEK 60,000,000,000) and the number of shares shall be not less than one billion (1,000,000,000) and not more than four billion (4,000,000,000). c) Resolution on approval of the Board of Directors’ resolution on a new issue The Board of Directors proposes that the General Meeting approves the Board of Directors’ resolution from 16 August 2009, on a new issue of ordinary shares with preferential rights for the shareholders, subject to the following main terms. The Board of Directors, or anyone appointed within the Board of Directors, is authorised to, not later than on 12 September 2009, resolve on the maximum amount by which the bank’s share capital shall be increased, the maximum number of ordinary shares to be issued and the subscription price to be paid for each new ordinary share. The right to subscribe for the new ordinary shares shall, with preferential rights, be granted to the shareholders, regardless of whether their shares are ordinary shares or preference shares. The record date for receipt of subscription rights is 18 September 2009. Subscription for new ordinary shares by virtue of subscription rights shall be made by way of cash payment during the period from and including 22 September 2009 until and including 6 October 2009. Application for subscription for ordinary shares not based on subscription rights shall be made within the same period of time. Subscription shall in such cases be made on a special subscription list. Payment for ordinary shares which have been subscribed for without subscription rights shall be made in cash according to instructions on the contract note, however not later than on the third bank day after the issuing of the contract note. The Board of Directors shall be entitled to prolong the subscription period. The new ordinary shares shall carry right to dividends for the first time on the first dividend record date occurring after the registration of the shares with the Swedish Companies Registration Office. d) Resolution on transfer to the bank’s share capital from other shareholders’ equity In order to facilitate the new issue pursuant to item 8c) above, the Board of Directors proposes, if and to the extent it is required by reason of the subscription price in the new issue is being set at a price lower than the quotient value of the shares (following the reduction pursuant to item 8a), SEK 15), that the requisite amount, however not more than SEK 6 billion, shall be transferred to the bank’s share capital from other shareholders’ equity. Item 9; Resolution in relation to a new issue of ordinary shares with preferential rights for the shareholders a) Resolution on amendment to the articles of association In order to enable the reduction of share capital pursuant to item 9b) below, the Board of Directors proposes that article 3, first paragraph of the articles of association shall be amended insofar that the share capital of the bank shall be not less than five billion Swedish kronor (SEK 5,000,000,000) and not more than twenty billion Swedish kronor (SEK 20,000,000,000). b) Resolution on reduction of the share capital In order to facilitate the new issue pursuant to item 9d) below, the Board of Directors proposes that the share capital of the bank, which presently amounts to SEK 16,234,262,478, shall be reduced by SEK 8,503,661,298, without redemption of shares, to be transferred to a fund to be used pursuant to a resolution adopted by a General Meeting. Following the reduction, the share capital of the bank will amount to SEK 7,730,601,180, divided into 773,060,118 shares, each share with a quotient value of SEK 10. c) Resolution on amendment to the articles of association In order to enable the new issue pursuant to item 9d) below, the Board of Directors proposes that article 3, first paragraph of the articles of association shall be amended insofar that the share capital of the bank shall be not less than fifteen billion Swedish kronor (SEK 15,000,000,000) and not more than sixty billion Swedish kronor (SEK 60,000,000,000) and the number of shares shall be not less than one billion five hundred million (1,500,000,000) and not more than six billion (6,000,000,000). d) Resolution on approval of the Board of Directors’ resolution on a new issue The Board of Directors proposes that the General Meeting approves the Board of Directors’ resolution from 16 August 2009, on a new issue of ordinary shares with preferential rights for the shareholders, subject to the following main terms. The Board of Directors, or anyone appointed within the Board of Directors, is authorised to, not later than on 12 September 2009, resolve on the maximum amount by which the bank’s share capital shall be increased, the maximum number of ordinary shares to be issued and the subscription price to be paid for each new ordinary share. The right to subscribe for the new ordinary shares shall, with preferential rights, be granted to the shareholders, regardless of whether their shares are ordinary shares or preference shares. The record date for receipt of subscription rights is 18 September 2009. Subscription for new ordinary shares by virtue of subscription rights shall be made by way of cash payment during the period from and including 22 September 2009 until and including 6 October 2009. Application for subscription for ordinary shares not based on subscription rights shall be made within the same period of time. Subscription shall in such cases be made on a special subscription list. Payment for ordinary shares which have been subscribed for without subscription rights shall be made in cash according to instructions on the contract note, however not later than on the third bank day after the issuing of the contract note. The Board of Directors shall be entitled to prolong the subscription period. The new ordinary shares shall carry right to dividends for the first time on the first dividend record date occurring after the registration of the shares with the Swedish Companies Registration Office. e) Resolution on transfer to the bank’s share capital from other shareholders’ equity In order to facilitate the new issue pursuant to item 9d) above, the Board of Directors proposes, if and to the extent it is required by reason of the subscription price in the new issue is being set at a price lower than the quotient value of the shares (following the reduction pursuant to item 9b), SEK 10), that the requisite amount, however not more than SEK 23 billion, shall be transferred to the bank’s share capital from other shareholders’ equity. Item 10; Resolution in relation to a new issue of ordinary shares with preferential rights for the shareholders a) Resolution on amendment to the articles of association In order to enable the reduction of share capital pursuant to item 10b) below, the Board of Directors proposes that article 3, first paragraph of the articles of association shall be amended insofar that the share capital of the bank shall be not less than one billion Swedish kronor (SEK 1,000,000,000) and not more than four billion Swedish kronor (SEK 4,000,000,000). b) Resolution on reduction of the share capital In order to facilitate the new issue pursuant to item 10d) below, the Board of Directors proposes that the share capital of the bank, which presently amounts to SEK 16,234,262,478, shall be reduced by SEK 14,688,142,242, without redemption of shares, to be transferred to a fund to be used pursuant to a resolution adopted by a General Meeting. Following the reduction, the share capital of the bank will amount to SEK 1,546,120,236, divided into 773,060,118 shares, each share with a quotient value of SEK 2. c) Resolution on amendment to the articles of association In order to enable the new issue pursuant to item 10d) below, the Board of Directors proposes that article 3, first paragraph of the articles of association shall be amended insofar that the share capital of the bank shall be not less than ten billion Swedish kronor (SEK 10,000,000,000) and not more than forty billion Swedish kronor (SEK 40,000,000,000) and the number of shares shall be not less than five billion (5,000,000,000) and not more than twenty billion (20,000,000,000). d) Resolution on approval of the Board of Directors’ resolution on a new issue The Board of Directors proposes that the General Meeting approves the Board of Directors’ resolution from 16 August 2009, on a new issue of ordinary shares with preferential rights for the shareholders, subject to the following main terms. The Board of Directors, or anyone appointed within the Board of Directors, is authorised to, not later than on 12 September 2009, resolve on the maximum amount by which the bank’s share capital shall be increased, the maximum number of ordinary shares to be issued and the subscription price to be paid for each new ordinary share. The right to subscribe for the new ordinary shares shall, with preferential rights, be granted to the shareholders, regardless of whether their shares are ordinary shares or preference shares. The record date for receipt of subscription rights is 18 September 2009. Subscription for new ordinary shares by virtue of subscription rights shall be made by way of cash payment during the period from and including 22 September 2009 until and including 6 October 2009. Application for subscription for ordinary shares not based on subscription rights shall be made within the same period of time. Subscription shall in such cases be made on a special subscription list. Payment for ordinary shares which have been subscribed for without subscription rights shall be made in cash according to instructions on the contract note, however not later than on the third bank day after the issuing of the contract note. The Board of Directors shall be entitled to prolong the subscription period. The new ordinary shares shall carry right to dividends for the first time on the first dividend record date occurring after the registration of the shares with the Swedish Companies Registration Office. e) Resolution on transfer to the bank’s share capital from other shareholders’ equity In order to facilitate the new issue pursuant to item 10d) above, the Board of Directors proposes, if and to the extent it is required by reason of the subscription price in the new issue is being set at a price lower than the quotient value of the shares (following the reduction pursuant to item 10b), SEK 2), that the requisite amount, however not more than SEK 15 billion, shall be transferred to the bank’s share capital from other shareholders’ equity. TOTAL NUMBER OF SHARES AND VOTES IN SWEDBANK The total number of shares and votes in Swedbank, at the time of the issue of this notice, amounts to 773,060,118, of which 515,373,412 are ordinary shares and 257,686,706 are preference shares. QUORUM REQUIREMENTS, ETC. Approval of the Board if Directors’ proposals in accordance with items 8–10 above requires the support of shareholders representing not less than two thirds of the votes cast as well as the shares represented at the Meeting. Amendments to the articles of association and reduction of the share capital, where applicable, are subject to the approval by the Swedish Financial Supervisory Authority. COMPLETE PROPOSALS The complete proposals and resolutions of the Board of Directors in respect of items 7–10, together with the documents specified in chapter 13 section 6 and chapter 20 section 14 of the Swedish Companies Act, will be available at Swedbank, Company Secretary, Brunkebergstorg 8, Stockholm, Sweden not later than from and including 1 September 2009. Copies of the documents will be sent to shareholders who request them and provide their postal address. The documents will also be made available online not later than the above mentioned date at www.swedbank.com/ir. Shareholders are warmly welcomed to the Extraordinary General Meeting. Stockholm, August 2009 Swedbank AB (publ) The Board of Directors LEGAL NOTIFICATIONS This document does not constitute or contain an offer to sell, or a solicitation of an offer to subscribe for, the ordinary shares to be issued in connection with the proposed new issue. This document is not a prospectus, and shareholders should not subscribe for or otherwise acquire any ordinary shares except on the basis of the information in the prospectus to be published and made available to shareholders on or about September 18, 2009. The securities mentioned above have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), 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 applicable exemption therefrom. There will be no public offer of such securities in the United States. The distribution of this document in certain other jurisdictions may be restricted, and his document does not constitute an offer of, or an invitation to purchase, any securities in any jurisdiction in which such offer or invitation would be unlawful.