Notice of Annual General Meeting in Fabege AB (publ)

Shareholders of Fabege AB (publ) are hereby notified of the Annual General
Meeting (AGM) to be held on thursday, 26 March 2015, at 3:00 pm in the
auditorium at Wenner-Gren Center, Sveavägen 166, Stockholm, Sweden. Registration
for the AGM begins at 2.15 pm.
Notice of Participation
Participation in the AGM is limited to shareholders who are both registered as
shareholders in the register of shareholders maintained by Euroclear Sweden AB
on Friday, 20 March 2015, and who notify Fabege of the intention to attend in
person, or be accompanied by an advisor, no later than at 4.00 pm on Friday, 20
March 2015. Notice of participation at the AGM may be submitted in one of the
following ways:

· In writing to Fabege AB (publ), “Fabeges Årsstämma”, Box 7839, SE-103 98
Stockholm, Sweden
· By telephone at +46 8 402 90 68
· Via the Internet at www.fabege.se, only in Swedish

When giving notice of participation, the shareholder is to state his or her
name, personal ID/corporate registration number, address and telephone number,
their shareholding in Fabege and the names of any advisors they wish to attend.
Shareholders with shares registered in the name of a trustee must, in order to
be entitled to participate in the AGM, temporarily re-register their shares in
their own names. Such temporary re-registration must be executed by Friday, 20
March 2015. To ensure that this is completed in time, shareholders are advised
to notify their trustees to request temporary re-registration well in advance of
this date. Shareholders who are represented by proxy shall issue a power of
attorney to be enclosed with the notice of participation, along with any
registration certificates or other proof of authorisation.

Proposed agenda
1. Opening of the Meeting.
2. Election of Chairman for the Meeting.
3. Preparation and approval of voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the Meeting has been duly convened.
7. Presentation of the Annual Report and the Auditors’ Report, as well as the
Consolidated Financial
Statements and the Consolidated Auditor’s Report.
8. Resolutions regarding
     a) the adoption of the Profit and Loss Account and Balance Sheet as well as
the Consolidated Profit
         and Loss Account and Consolidated Balance Sheet,
     b) the allocation of the Company’s profit in accordance with the adopted
Balance Sheet,

   c) discharge from liability of the Board of Directors and the Chief Executive
Officer, and
   d) record date should the Meeting decide on dividend payment.
9. Resolution on the number of Directors and, in this connection, a presentation
by the Nominating
     Committee of its work.
10. Determination of remuneration to the Board of Directors and auditors.
11. Election of Board members and Chairman of the Board.
12. Election of auditors.
13. Resolution on guidelines for the procedure for appointing the Nominating
Committee.
14. Resolution on principles for remuneration of Company management.
15. Resolution authorising the Board of Directors to decide on acquisition of
own shares and transfer such treasury shares to other parties.
16. Other items.
17. Closing of the meeting.

The Board of Directors’ motions

Item 8 b) and 8 d) – Dividend and record date
The Board of Directors proposes that the AGM decide to approve a dividend of SEK
3.25 per share for 2014.
The proposed record date for payment of the dividend is 30 March 2015. Should
the shareholders attending the AGM approve the said motion, the dividend is
scheduled to be distributed by Euroclear Sweden AB on 2 April 2015.

Item 14– Principles for remuneration of company management
Company management is defined as the Chief Executive Officer and other senior
executives. All members of the Board with the exception of the CEO are
responsible for preparing a draft statement of principles governing remuneration
and other terms of employment for company management, and for preparing
decisions on the CEO’s remuneration and other terms of employment.

The Board’s motions concerning principles for remuneration and other terms of
employment for management are as follows:

Remuneration should be market-based and competitive, and reflect
responsibilities and performance that are in the interest of the shareholders.
Fixed salary should be reviewed annually. In addition to fixed salary,
remuneration may be paid for target-related performance. Such remuneration shall
depend on the extent to which pre-defined targets have been achieved within the
framework of the company’s activities. The targets comprise financial as well as
non-financial criteria. Any remuneration in addition to the fixed salary shall
be subject to a ceiling and related to the fixed salary. Variable remuneration
is limited to a maximum of three (3) monthly salaries. In the event of full
target achievement, the variable remuneration paid to management may not exceed
a total annual cost for the company of SEK 2.7m (excluding social security
contributions), based on the current number of senior executives. Any other
benefits shall constitute only a limited part of the total remuneration.

The company has a profit-sharing fund covering all employees of the company.
Allocations to the profit-sharing fund should be based on the achieved return on
equity and be subject to a ceiling of one (1) base amount per year per employee.

The retirement age is 65. Pension benefits should be equivalent to the ITP
supplementary pension plan for salaried employees in industry and commerce, or
be contribution-based with a maximum contribution of 35 per cent of pensionable
salary. Termination salary and severance pay must not exceed 24 months in total.

Item 15 – Authorisation for the Board of Directors to decide on acquisition and
transfer of the treasury shares
The Board of Directors proposes that the Meeting authorise the Board, for a
period ending no later than at the next AGM, to on one or more occasions acquire
shares in the compny and transfer the company’s shares to other parties. Share
buybacks are subject to a limit of 10 per cent of the total number of shares
outstanding at any time. Acquisitions may be effected on the Stockholm Exchange
at a price per share that is within the registered span of share prices at the
particular time. All of the treasury shares held by the company at the time of
the Board of Directors’ decision may be transferred. The shares may be
transferred either on the Stockholm Exchange or in another manner, disapplying
the shareholders’ preferential rights, at a price per share that is within the
registered span of share prices at the particular time. Payment for transferred
shares may take the form of cash, cash in kind, the offsetting of debt or
otherwise be subject to terms and conditions. The reason for the authorisation
is to be able to continuously adjust the company’s capital requirements and thus
contribute to increasing shareholder value and, in connection with the financing
of any property or company acquisitions, to be able to use treasury shares as
means of payment.

Resolutions proposed by the Nominating Committee

Items 2, 9, 10, 11, 12, 13 - Election of Chairman for the AGM, resolutions on
the number of Directors etc. and on the remuneration of Directors and auditors,
the election of a Board of Directors and Chairman of the Board, election of
auditors as well as resolution on guidelines for appointing the Nominating
Committee.

In accordance with the principles adopted by Fabege’s 2014 Annual General
Meeting, the following persons have been appointed to the Nominating Committee:
Bo Forsén (Backahill AB), Mikael Norbäck (Investment AB Öresund), Eva
Gottfridsdotter-Nilsson (Länsförsäkringar fondförvaltning) and Mats Qviberg
(Qviberg family). Bo Forsén has served as the Committee’s chairman. The four
owner representatives jointly represent about 24.5 per cent of the votes in
Fabege, 31 January 2015.

The Nominating Committee proposes that the 2015 Annual General Meeting resolve:

  · to elect Erik Paulsson as chairman of the AGM,
  · to appoint seven Directors without deputies,
  · to re-elect the Directors Eva Eriksson, Christian Hermelin, Märtha
Josefsson, Pär Nuder, Mats Qviberg, Erik Paulsson and Svante Paulsson,
  · to re-elect Erik Paulson as Chairman of the Board,
  · to re-elect the registered auditing firm of Deloitte AB as auditor, with
authorized public accountant Kent Åkerlund as auditor-in-charge,
  · to approve the payment of Director fees in a total amount of SEK 1,950,000
to be divided as follows: SEK 800,000 to the Chairman of the Board, SEK 200,000
to each non-executive Director and SEK 150,000 for work in the Audit Committee,
  · to approve the payment of auditors’ fees in accordance with the approved
invoices, and
  · that the appointment of the Nominating Committee prior to the 2016 AGM be
based on unchanged
principles, meaning that a Nominating Committee be appointed no later than six
months before the
2016 AGM, at which representatives of the four largest shareholders will
primarily being offered
membership.

More information about the Noiminating Committees proposed Directors and auditor
is available on the company’s website, www.fabege.se/en.

Shareholders’ entitlement to request information

Shareholders are entitled at the AGM request information concerning conditions
that could impact on assessments of an item on the agenda and conditions that
could impact on assessments of the company’s financial position. The Board of
Directors and the CEO must disclose such information assuming that the Board is
of the opinion that this is possible without it causing material damage to the
company. The disclosure obligation also applies to the company’s relationships
with other Group companies, the consolidated financial statements and such
conditions described above that concern subsidiaries.

Other information

At the time of issuing this AGM notice, there were 165,391,572 shares and votes
in the company. The company holds no treasury shares. The Annual Report, Audit
Report and a complete set of proposals for the resolutions and a reasoned
opinion pursuant to the Companies Act, including audit statements and power of
attorney forms, will be available from the company’s office no later than 24
February 2015, and sent to shareholders that have requested this, stating their
postal address. The documents will also be made available on the company’s
website, www.fabege.se. The Board of Directors’ statement pursuant to Chapter
18, Section 4 of the Companies Act (2005:551) relating to the dividend proposal
is included in the Directors’ Report. The Company’s Annual Report will be
distributed in March to those shareholders who have stated that they wish to
receive financial information from the Company.

Stockholm, February 2015
Fabege AB (publ)
Board of Directors

Fabege AB (publ)
For further information, please contact:
Christian Hermelin, President and CEO of Fabege, phone 46 (0)8-555 148 25, 46
(0)733-87 18 25
Åsa Bergström, Vice President and CFO, phone 46 (0)8-555 148 29, 46 (0)706-66 13
80

This constitutes information that Fabege AB (publ) may be legally obliged to
publish under the Securities Market Act and/or the Financial Instruments Trading
Act. The information was released for publication at 5:45 pm (CET) on 18
February 2015.
Fabege AB (publ) is one of Sweden’s leading property companies focusing mainly
on letting and managing office premises and property development. Fabege owns
properties with a carrying amount of SEK 32.6bn. The portfolio is concentrated
in the Stockholm region and has an annualised rental value of SEK 2.2bn and a
lettable area of 1m sqm. Fabege’s shares are listed on NASDAQ OMX Stockholm,
Large Cap segment.