Press Release 25th November 2008 Swedbank's Extraordinary General Meeting approved the SEK 12.4 billion rights issue On 27 October 2008 the Board of Directors of Swedbank AB (publ) (“Swedbank”) announced a SEK 12.4 billion new issue of preference shares with preferential subscription rights for existing shareholders, subject to the approval of an Extraordinary General Meeting (the “EGM”). The chairman Carl Eric Stålberg started the EGM by reiterating the rational behind the rights issue. Among other things he restated that it is important to stress that Swedbank is a profitable bank with sound capitalisation, however, it is in the best interest of all stakeholders to take proactive and decisive action in this volatile and uncertain market environment. This transaction will result in Swedbank's capitalisation comparing favourably to other large European banks and puts the bank in a strong position. In addition, the strong support from Swedbank's major shareholders represents an important vote of confidence in the bank. The Board continues to be committed to the existing dividend policy. Today's EGM resolved, in accordance with the Board of Directors' proposal, to: • Approve the Board of Directors resolution on a new issue of not more than 257,686,706 preference shares with preferential subscription rights for the shareholders. 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. Record day for participating in the rights issue is 28 November 2008. • Amend the Articles of Association and thereby introduce a new class of shares which has preferential right to dividends (preference shares), amend the Articles of Association's limits regarding the bank's share capital and number of shares, and to declare that all currently issued shares shall be ordinary shares. A summary of the rights issue, the timetable for the rights issue, and the amendments to the Articles of Association are presented below. Minutes from the EGM will be made available and posted on Swedbank's website. Detailed terms of the new issue of preference shares will be included in the prospectus that will be made public on or about 1 December 2008. For further information, please contact: Carl Eric Stålberg, Chair, +46 (0)8-5859 1296 Thomas Backteman, Head of Communication and IR, +46 (0)8-5859 3509 Anna Sundblad, Press Officer, +46 (0)70-321 39 95 or visit www.swedbank.com * * * The rights issue in brief The new issue of preference shares with preferential rights for existing shareholders will raise proceeds of SEK 12.4 billion before deduction for issue related expenses. 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. In total, not more than 257,686,706 preference shares will be issued. 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. 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% (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. Time table for the rights issue 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 rights 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 Rights 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. The amendments to the Articles of Association In the amended Articles of Association, the share capital of Swedbank shall be not less than SEK 10,500,000,000 and not more than SEK 42,000,000,000. The number of shares shall be not less than 500,000,000 and not more than 2,000,000,000. Ordinary shares may be issued up to a number corresponding to the highest number of shares permitted according to the Articles of Association and preference shares may be issued up to a maximum of 300,000,000 preference shares. The preference shares will have preference to an annual dividend of up to SEK 4.80 per share, 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 preference to a fixed dividend of up to SEK 2.40 per share)(2). 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. ---------- (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 right to dividend is always subject to there being distributable funds and the shareholders resolving on dividend at a shareholders' meeting. ---------- * * * Swedbank is a public limited liability bank company (bankaktiebolag) incorporated under the laws of Sweden and headquartered in Stockholm. As of 30 September 2008, Swedbank served a total of more than nine million private customers and more than 500,000 corporate customers through more than 900 branches in 14 countries, primarily in its home markets in Sweden and Estonia, Lithuania and Latvia. Swedbank offers a broad range of services, including retail banking, corporate and investment banking, asset management and insurance, deriving the majority of its income and profit from retail banking. Swedbank's shares are listed on the OMX Nordic Exchange Stockholm. As of 30 September 2008, Swedbank's loans to the public (excluding repurchase agreements) amounted to approximately SEK1,218 billion, and for the nine-month period ended 30 September 2008, Swedbank recorded SEK8,972 million in profit. * * * LEGAL NOTIFICATIONS This press release is not an offer for subscription for shares in Swedbank. 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 has been 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. Neither the content of any of Swedbank's websites nor any website accessible by hyperlinkage to any of Swedbank's websites is incorporated in, or forms part of, this announcement. 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.
Swedbank's Extraordinary General Meeting approved the SEK 12.4 billion rights issue
| Source: Swedbank AB