Annual General Meeting 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 22, 2007 at the Grand Hotel, Vinterträdgården, Stockholm. The entrance is on the corner of Stallgatan and...

Shareholders in Hufvudstaden AB (publ) are hereby summoned to an Annual General Meeting, which will take place at 4 pm on Thursday, March 22, 2007 at the Grand Hotel, Vinterträdgården, Stockholm. The entrance is on the corner of Stallgatan and Blasieholmsgatan. The doors will open at 3 pm.


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 guidelines for the salaries and other remuneration to senior executives.
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 an ordinary dividend of SEK 1.60 per share and an extra dividend of SEK 10.00 per share, totalling SEK 11.60 per share. The Board proposes that the record date be March 27, 2007. If the proposal is approved at the meeting, it is estimated that the dividend will be distributed, through VPC, on March 30, 2007.

Determination of Board remuneration
Remuneration to the Board of SEK 1,575,000 is proposed, of which SEK 350,000 is to the Chairman of the Board and SEK 175,000 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 nine ordinary members. It will be proposed that the following members be re-elected: Claes Boustedt, Bengt Braun, Peter Egardt, Fredrik Lundberg, Hans Mertzig, Sten Peterson, Anna-Greta Sjöberg and Ivo Stopner. It is proposed that Louise Lindh be elected to the Board.

Louise Lindh is a graduate economist and since 2005 she has worked as assistant to the President at Fastighets AB L E Lundberg.

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.

Proposal by the Board of Directors for guidelines regarding salaries and other remuneration to senior executives
The Board proposes that the principles for remuneration to Group management and senior executives shall comprise salaries set on market terms as well as a limited profit-related bonus programme, applied in the same manner as previously. The proposal means a payment level that in principle concurs with the previous year. No share-related incentive schemes are proposed.

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 22, 2007 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 16, 2007, 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 16, 2007.

– 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 16, 2007. 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. No entry cards to the Annual General Meeting will be sent out.

Personal information
Personal information which is taken from the shareholders' register, notification of attendance at the Annual General Meeting and details of representatives and assistants will only be used for registration, drafting of a voting list for the Annual General Meeting and, where applicable, for the minutes of the meeting. The minutes of the meeting will be published on the Company's website.

Available documents
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 guidelines regarding remuneration to senior executives 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 8, 2007 onwards and will also be available on the Company's website.


Stockholm, February 2007
Hufvudstaden AB (publ)
Board of Directors

wkr0007.pdf