38NU Inter-amer 28

RNS Number:0687I
Swedbank Mortgage AB
20 November 2007




                    Press Release from Swedbank Mortgage AB (publ)
 
                    Proposal by Swedbank Mortgage AB (publ)
        (incorporated with limited liability in the Kingdom of Sweden)
                              (the Company)
                           to the holders of its


Euro500,000,000 4.375 per cent. Notes due 2009 (ISIN: XS0097020910) (the Series 
159 Notes)
Y2,000,000,000 1.870 per cent. Notes due 2010 (ISIN: XS01111067523) (the Series 
182 Notes)
NOK180,000,000 7.050 per cent. Notes due 2010 (ISIN: XS0145766498) (the Series 
294 Notes)
NOK110,000,000 6.910 per cent. Notes due 2012 (ISIN: XS0150887536) (the Series 
324 Notes)
SEK205,000,000 Index Linked Notes due 2008 (ISIN: XS0159688265) (the Series 371 
Notes)
HKD80,000,000 4.000 per cent. Notes due 2008 (ISIN: XS0165898882) (the Series 
402 Notes)
HKD80,000,000 3.950 per cent. Notes due 2008 (ISIN: XS0166934132) (the Series 
407 Notes)
HKD80,000,000 3.900 per cent. Notes due 2008 (ISIN: XS0167255107) (the Series 
410 Notes)
U.S.$10,000,000 3.150 per cent. Notes due 2008 (ISIN: XS0169110110) (the Series 
418 Notes)
HKD95,000,000 3.075 per cent. Notes due 2008 (ISIN: XS0170522766) (the Series 
420 Notes)
Y1,000,000,000 Multi-Callable Powered Reverse Dual Currency Instruments due 2033 
(ISIN: XS0170186554) (the Series 424 Instruments)
Y500,000,000 Fixed Rate/FX-Linked Callable Notes due 2023 (ISIN: XS0171857997) 
(the Series 430 Notes)
HKD100,000,000 3.560 per cent. Notes due 2008 (ISIN: XS0173166645) (the Series 
431 Notes)
Y500,000,000 Callable Hyper Reverse Dual Note due 2018 (ISIN: XS0172798745) (the 
Series 433 Notes)
HKD80,000,000 3.850 per cent. Notes due 2008 (ISIN: XS0173596221) (the Series 
437 Notes)
Y1,000,000,000 Callable Hyper Reverse Dual Note due 2033 (ISIN: XS0174053909) 
(the Series 443 Instruments)
Y1,000,000,000 Callable CMS Spread Linked Note due 2023 (ISIN: XS0174882950) 
(the Series 448 Notes)
Y1,000,000,000 Fixed Rate/FX-Linked Callable Notes due 2023 (ISIN: XS0175209385) 
(the Series 450 Notes)
AUD51,000,000 Floating Rate Notes due 2008 (ISIN: XS0178148770) (the Series 461 
Notes)
AUD19,000,000 Floating Rate Notes due 2008 (ISIN: XS0178509542) (the Series 462
 Notes)
AUD34,000,000 Floating Rate Notes due 2008 (ISIN: XS0180910621) (the Series 464 
Notes)
Y10,000,000,000 2.300 per cent. Notes due 2034 (ISIN: XS0187452676) (the Series
 488 Notes)
SEK500,000,000 Index Linked Interest Notes due 2015 (ISIN: XS0190092469) (the 
Series 498 Notes)
(each a Series and together, the Notes)


Swedbank Mortgage AB (publ) (the Company) is inviting holders of each Series of
Notes (together, the Noteholders) to approve, by separate extraordinary
resolutions (the Extraordinary Resolutions) pursuant to the terms and conditions
of such Notes (the Conditions) and the Agency Agreements (as defined below)
relating to such Notes,, the insertion of a new condition into the Conditions
(the New Condition) such that the Company may, upon giving notice to the
Noteholders in accordance with the New Condition, modify the Conditions to
conform the Conditions to the terms and conditions of the Company's covered
bonds (the S.O. Bonds and S.O. Bond Conditions respectively) but without
changing the economic terms of such Notes, on the terms described in this
Consent Solicitation Memorandum (the Proposals).

Full details of the Proposals are set out in a Consent Solicitation Memorandum
to be dated 20 November 2007 (the Consent Solicitation Memorandum).

Background to the Proposals

On 14 September 2007, the Company received approval from Finansinspektionen (the
Swedish Financial Supervisory Authority) to issue covered bonds in accordance
with The Swedish Act (2003:1223) on Issuance of Covered Bonds (lagen (2003:1223)
om utgivning av sakerstallda obligationer) (the S.O. Act).  The Company plans to
issue its first covered bond in the second quarter of 2008, and to convert its
then outstanding long term unsubordinated debt instruments into covered bonds. 
The Company is making the Proposals in order to be able to convert the Notes
into covered bonds in the same way, at the same time and on the same conditions
as other outstanding debt instruments.

At the date hereof, the unsecured, unsubordinated debt of the Company is rated
Aa1 by Moody's Investor Services. Based on this, and given the quality of the
Company's credit portfolio, its financial risk profile, the features of the
Swedish covered bond legislation and credit ratings assigned to covered bonds
issued by other Swedish issuers, the Company believes (although it cannot and
will not make any representation or undertaking in this respect) that any
covered bonds issued by it will be rated Aaa or AAA, as the case may be, by at
least one rating agency.

General

The Consent Solicitation Memorandum is available from the Tabulation Agent or
the Solicitation Agent, whose contact details are provided below.

Meetings of Noteholders to consider and if thought fit, to pass an Extraordinary
Resolution in respect of each series of Notes, has been convened by the Company
to be held on 18 December 2007 at the offices of Allen & Overy LLP, One Bishops
Square London E1 6AO.   The first Meeting will be held at 10.00am in respect of
series 159, with Meetings taking place at 15 minute intervals in respect of
subsequent series, in the order set out above.

The deadline for giving voting instructions is 10.00am on Friday 14 December
2007.  Noteholders should refer to the Consent Solicitation Memorandum for the
procedures which must be followed in order to accept the Proposals.

Requests for information in relation to the Proposals should be directed to:

Swedbank Mortgage AB (publ)
Regeringsgatan 13
S-10611 Stockholm
Attention: Finance Administration
+46 8 107 207
Sweden

Solicitation Agent

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
For information by telephone:
+44 207 595 8668
Attention: Debt Restructuring Group
Email: debt.restructuring@bnpparibas.com


Requests for information in relation to the procedures for delivering Electronic 
Voting Instructions should be directed to:

Tabulation Agent

Deutsche Bank
Deutsche Bank AG London
Winchester House
1 Great Winchester Street
London EC2N 2DB
For information by telephone:
+44 207547 5000
Email: exchange.offer@db.com 

DISCLAIMER:  This announcement must be read in conjunction with the Consent
Solicitation Memorandum.  The Consent Solicitation Memorandum contains important
information which should be read carefully before any decision is made with
respect to the Proposal.  If any Noteholder is in doubt as to the action it
should take, it is recommended to seek its own financial advice, including in
respect of any tax consequences, immediately from its stockbroker, bank manager,
solicitor, accountant or other independent financial adviser.  Any individual or
company whose Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee must contact such entity if it wishes to vote in
respect of the Proposal.  None of the Company, the Solicitation Agent, the
Tabulation Agent or any of the Paying Agents for the Notes makes any
recommendation as to whether or not or how holders of Notes should vote in
respect of the Proposal.

The distribution of this announcement and the Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law and persons into whose possession
this announcement and the Consent Solicitation Memorandum comes are requested to
inform themselves about, and to observe, any such restrictions.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

END

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