Notification of Annual General Meeting in Hufvudstaden AB (publ)

Shareholders in Hufvudstaden AB (publ) are hereby summoned to an Annual General Meeting, which will take place at 4 pm on Thursday, March 23, 2006 at the Grand Hotel, Vinterträdgården, Stockholm. The entrance is on the corner of Stallgatan and Blasieholmsgatan. Matters to be dealt with at the meeting/Proposed agenda 1. Opening of the meeting. 2. Election of a chairman for the meeting. 3. Drafting and approval of the voting list. 4. Election of persons to verify the minutes and count the votes. 5. Approval of the agenda. 6. Examination of whether the meeting has been duly convened. 7. President's speech. 8. Presentation of the Annual Report and the Auditors' Report as well as the consolidated accounts and auditors' report for the Group. 9. Decision regarding adoption of the Income Statement and Balance Sheet as well as the Consolidated Income Statement and Consolidated Balance Sheet included in the Annual Report. 10. Decision regarding appropriation of the Company's profit or loss according to the adopted Balance Sheet. 11. Decision regarding discharge from liability for the members of the Board and the President. 12. Determination of the number of Board members. 13. Determination of remuneration for the Board members and the auditors. 14. Presentation by the Chairman of the positions held by the proposed Board members in other companies and election of the Board for the period up to the end of the next annual general meeting. 15. Decision regarding the Board’s proposal for amendments to the Articles of Association. 16. Decision regarding authorization of the Board to acquire and assign shares in the Company. 17. Closing of the meeting. Dividend The Board of Directors will propose at the Annual General Meeting a dividend of SEK 1.45 per share. The Board proposes that the record date be March 28, 2006. If the proposal is approved at the meeting, it is estimated that the dividend will be distributed, through VPC, on March 31, 2006. Determination of Board remuneration Remuneration to the Board of SEK 1,200,000 is proposed, of which SEK 300,000 is to the Chairman of the Board and SEK 150,000 to each of the other Board members, apart from the President Ivo Stopner. It is proposed that a fee be paid to the auditors for time worked as billed for the examination of the financial statements, the company management and the group audit. Election of a chairman for the Annual General Meeting and the election of the Chairman of the Board and Board members It is proposed that Fredrik Lundberg be elected to chair the Annual General Meeting. It is proposed that the Board comprises eight ordinary members. It will be proposed that the following members be re-elected: Claes Boustedt, Bengt Braun, Peter Egardt, Fredrik Lundberg, Hans Mertzig and Ivo Stopner. It will be proposed that Anna-Greta Sjöberg and Sten Peterson be elected to the Board. The present Board members Mats Jansson, Anna Klingspor and Bo Waldemarson have declined re-election. Anna-Greta Sjöberg is a graduate in business administration and since 2004 she has worked as COO at the Royal Bank of Scotland, Nordic Branch, and at Nordic Renting. She is also a member of the board of LKAB. Sten Peterson is a graduate engineer and for many years he has been the president of Byggnads AB Karlsson & Wingesjö, which is part of the Lundberg sphere. He is also a board member of L E Lundbergföretagen AB. It is also proposed that Fredrik Lundberg be elected as Chairman of the Board. The proposals regarding the Chairman of the AGM, the Chairman of the Board, Board members and remuneration to the Board and the auditors are supported by shareholders representing more than 50 per cent of the shares and the votes. Information regarding auditors At the Annual General Meeting in 2004, Bo Ribers was re-elected as auditor and Stefan Älgne as deputy auditor for a period of four years. They are both authorized public accountants. The Board's proposal for amendments to the Articles of Association It is proposed that the meeting adopts the amended Articles of Association, mainly to adapt to the new Companies Act, which came into effect on January 1, 2006. The main content of the proposed amendments is as follows: • From § 5 the nominal share value is deleted and information is added about the maximum and minimum number of shares that may be issued, stating that A shares may be issued to a maximum number of 400,000,000 and C shares to a maximum number of 25,000,000 and a maximum of one-sixteenth of the total number of issued shares. The minimum number of shares permitted is 100,000,000. • In § 6 rules are included regarding priority for shareholders in conjunction with cash and offset issues of subscription options or convertibles and it is stated that the shareholders' right of priority in conjunction with a cash issue also applies in conjunction with an offset issue. • In § 7 the number of Board members is changed to comprise a minimum of five and a maximum of ten ordinary members and details about the Board's mandate period are deleted, which means that it is always up until the end of the next annual general meeting. • In § 8 only the number of auditors is stated. • In § 9 it is specified that notification of a shareholders' meeting takes place through an announcement in Post- och Inrikes Tidningar and in Dagens Nyheter and it is stipulated that to attend a shareholders' meeting shareholders must be entered in the shareholders' register five weekdays prior to the meeting and must notify the Company no later than 4 pm on the date stated in the summons, which many not be a Saturday, Sunday, public holiday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the meeting. • In § 11 it is stated that a meeting of the shareholders is opened by the Chairman of the Board or the person appointed by the Board and the previous stipulation, that in the event of a tied vote the Chairman does not need to express his opinion in a vote that does not involve an election, is deleted. • In § 12 the word "annual meeting" is included as a term for the Annual General Meeting at which the Annual Report is adopted. • Finally, a new § 14 is proposed to adapt to the definition in the Companies Act of a listed company with the wording "The company’s shares shall be registered in a CSD register according to the Financial Instruments Accounting Act (1998:1479)". Proposal by the Board to authorize the Board to acquire and assign its own shares in the Company The Board has decided to present a proposal at the Annual General Meeting on March 23, 2006 that the Board be granted authorization for the period up to the next Annual General Meeting to acquire shares in the Company. Acquisition shall take place on the Stockholm Stock Exchange within the registered price range on each occasion between the highest bid price and the lowest selling price and subject to the provision that the Company's holding of its own shares shall at no time exceed 10 per cent of the total number of shares in the Company, and that an acquisition may not take place to such an amount that the equity ratio, following the acquisition, falls below the Group’s target of 40 per cent. The aim of the authorization is to allow the Board the opportunity to adjust the capital structure and in doing so create increased value for the Company's shareholders. The Board will also propose that the Board be granted authorization at the Annual General Meeting for the period up to the next Annual General Meeting to dispose of the Company's own shares in a manner other than through the Stockholm Stock Exchange as payment for or to finance the acquisition of a company or a property and thus, deviating from the shareholders' priority right, transfer shares to a certain person as payment for such an acquisition. Authorization can be exercised on one or more occasions and covers all the shares in the Company held by the Company. The rules laid down in Section 19, sub-sections 35-37 and Section 13, sub-sections 36 and 38 of the Swedish Companies Act shall be observed in this connection. Notification Shareholders who wish to attend the Annual General Meeting – must be registered in the shareholders' register kept by VPC AB (Swedish Securities Register Centre) by March 17, 2006, whereupon shareholders who have their shares under management must temporarily re-register their shares with VPC in their own name to be entitled to attend the meeting. Registration must be completed by March 17, 2006. – must notify the Company, address Hufvudstaden AB, NK 100, SE-111 77 Stockholm, or by telephone on +46 8-762 90 00 or fax on +46 8-762 90 01 or e-mail at anm@hufvudstaden.se no later than 4 pm on March 17, 2006. Notification should include the name, civic registration number or company registration number, daytime telephone number and the names of any representatives. If participation is by virtue of a proxy, the proxy should be sent in and be received by the Company before the meeting. Proxies, which should be originals, certificates of registration and other authorization documents, must be available at the meeting and should be sent to the company in advance to facilitate admission. The Annual Report, Auditors' Report and the Board's proposal for a dividend plus a statement by the Board giving reasons therefor, the Board’s proposal for amended Articles of Association and the Board’s proposal for authorization to acquire and sell company shares, together with a statement giving reasons therefor, is available at the Company from March 9, 2006 onwards and will also be available on the Company's website. Stockholm, February 2006 Hufvudstaden AB (publ) Board of Directors