NOTICE OF EXTRAORDINARY GENERAL MEETING IN D. CARNEGIE & CO AB (publ)

The shareholders of D. Carnegie & Co AB (publ) are hereby summoned to an extraordinary general meeting on Tuesday 16 October 2018 at 2 p.m. at Advokatfirman Vinge’s office on Norrlandsgatan 10 in Stockholm.

Right to attend the general meeting

Shareholders who wish to attend the general meeting must be registered in the share register maintained by Euroclear Sweden AB on Wednesday 10 October 2018, and must also notify the company of their intention to attend the meeting no later than Wednesday 10 October 2018.

The notification must be made in writing to D. Carnegie & Co AB (publ), Engelbrektsplan 1,
SE-114 34 Stockholm or by e-mail to bolagsstamma@dcarnegie.se. The notification must state the shareholder’s name, personal identity number/registration number, shareholding, address, telephone number and information about the attendance of any assistants (maximum two) and, if applicable, information about any proxies.

Proxy

Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney and the certificate of registration may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although not more than five years. The original power of attorney and the certificate of registration should be sent to the company at the address mentioned above in good time prior to the general meeting. A proxy form is available at the company’s webpage www.dcarnegie.se and will also be sent to shareholders who so request and state their postal address.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must temporarily re-register their shares in their own names in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register maintained by Euroclear Sweden AB on Wednesday 10 October 2018, and the shareholders must therefore advise their nominees in advance of this date.

Number of shares and votes

As of the day of this notice, there are a total of 91,986,858 shares in the company, of which 6,136,989 are shares of series A, corresponding to 30,684,945 votes, and 85,849,869 are shares of series B, corresponding to 85,849,869 votes.

Proposed agenda

1. Opening of the meeting.
2. Appointment of chairman of the general meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to approve the minutes.
6. Determination of whether the general meeting has been duly convened.
7. Resolution regarding change of trade name and change of the articles of association.
8. Closing of the meeting.

The board of directors’ proposal

Resolution regarding change of trade name and change of the articles of association (item 7) 

On 13 September 2018, D. Carnegie & Co AB (publ) announced, through a separate press release, that the company intends to change its trade name to Hembla AB (publ). As a result hereof, the board of directors proposes that the general meeting resolves to change the company’s trade name from D. Carnegie & Co AB (publ) to Hembla AB (publ) by changing section 1 § of the company’s articles of association.

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Majority requirement

A resolution in accordance with item 7 requires approval of at least two thirds (2/3) of the shares represented and votes cast at the general meeting.

Other

The shareholders are reminded of their right to require information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. The complete proposal regarding the change of trade name and change of the articles of association will be held available at the company’s office on Engelbrektsplan 1, SE-114 34 Stockholm, and on the company’s website, www.dcarnegie.se, at least three weeks before the meeting. Copies of the documents will be sent to the shareholders who so request and who inform the company of their postal address.

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Stockholm, September 2018

D. Carnegie & Co AB (publ)

The board of directors

About D. Carnegie & Co

D. Carnegie & Co is a property company focusing on residential properties in the Greater Stockholm region and other growth areas. The company’s business concept is to own property portfolios slated for a gradual renovation of apartments in conjunction with the natural turnover of tenants. This can take place quickly and cost-efficiently thanks to extensive experience from the company's renovation method which, among other things, means that no evacuation needs to take place. In addition to this, the company creates value through the development of building rights in existing portfolios. The market value of the company’s properties amounted to SEK 28,761 million on 30 June 2018. The total rental value amounted to SEK 1,874 million annually on 30 June 2018. The economic occupancy rate is high – vacancies are virtually non-existent. D. Carnegie & Co is listed on Nasdaq Stockholm.