NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF WALLENSTAM AB (PUBL)

The shareholders of Wallenstam AB (publ), corporate id. no. 556072-1523, are
called to attend the AGM on Tuesday, 26 April 2016 at 4.00 p.m. at the Elite
Park Avenue Hotel, Kungsportsavenyen 36–38 in Gothenburg, Sweden. The venue
opens for registration at 3.00 p.m. Light refreshments will be served before the
AGM.

Registration, etc.
Shareholders who wish to participate in the AGM must be registered as
shareholders in the share register maintained by Euroclear Sweden AB on
Wednesday, 20 April 2016, and must also notify the company no later than 20
April 2016 (preferably before 4.00 p.m.) of their intention to participate in
the AGM.

Registration to participate in the AGM may take place in the following ways:

  · by telephone on +46 31 743 95 91
  · by mail to Wallenstam AB (publ), FAO: Louise Wingstrand, SE 401 84
Gothenburg, Sweden
  · on the Wallenstam website at www.wallenstam.se/arsstamma

During registration, shareholders must provide:

  · their name (company name)
  · civic registration number (corporate identity number)
  · address and telephone number
  · the name and civic registration number of any proxy
  · the number of any accompanying assistant(s) (no more than two)

Shareholders who have their shares registered with nominees must re-register
their shares in their own name in order to have the right to participate in the
AGM. Such registration, which may be temporary, must be completed at Euroclear
Sweden AB on Wednesday, 20 April 2016. Shareholders should request their
nominees to ensure re-registration in good time before this date.

Shareholders represented by proxy must issue a written, dated power of attorney
for the proxy. Power of attorney forms can be obtained from
www.wallenstam.se/arsstamma. Power of attorney forms should be sent in original
to the company at the above address in good time before the AGM. If the power of
attorney is issued by a legal entity, the certificate of registration or
equivalent legitimacy papers must be sent to the company. Note that shareholders
who are represented by proxies must also register with the company according to
the above instructions and be listed as shareholders in the share register on 20
April 2016.

Proposed agenda

 1. Opening of the meeting
 2. Election of chairman for the meeting
 3. Preparation and approval of the voting list
 4. Approval of the agenda for the meeting
 5. Election of one or two persons to verify the minutes
 6. Determination of whether the meeting has been duly convened
 7. Statements by the Chairman of the Board and the CEO
 8. Presentation of the annual accounts and the consolidated financial
statements and also the audit report for the parent company and the Group
 9. Resolution regarding the adoption of the income statement and balance sheet
and also the consolidated income statement and consolidated balance sheet
10. Resolution regarding the allocation of the company’s profit according to the
adopted balance sheet
11. Resolution regarding discharge from liability for the Board members and the
CEO
12. Approval of the number of Board members and the number of auditors and
deputy auditors
13. Approval of the remuneration to be paid to Board members and the auditor
14. Election of the Chairman of the Board and other Board members
15. Election of the auditor and deputy auditor
16. Election of the Nomination Committee
17. Resolution regarding guidelines for remuneration to senior executives
18. Resolution regarding authorization for the Board to decide on the
acquisition of the company’s own shares
19. Resolution regarding authorization for the Board to decide on the assignment
of the company’s own shares
20. Conclusion of the meeting

Motions

Item 2: The Nomination Committee proposes that Chairman of the Board Christer
Villard be elected as chairman of the meeting.

Item 10: The Board of Directors proposes that a dividend of SEK 1.50 per share
should be paid for the 2015 financial year. The Board of Directors proposes
Thursday, 28 April 2016 as the record day for the receipt of dividends. If the
AGM adopts the proposal, dividend distribution is planned to take place from
Euroclear Sweden AB on Tuesday, 3 May 2016.

Item 12: The Nomination Committee proposes that five Board members be appointed
and that one auditor and one deputy auditor be appointed.

Item 13: The Nomination Committee proposes unchanged fees to Board members
compared to the previous year. The Nomination Committee thus proposes that
directors’ fees should be paid as follows:

  · Chairman of the Board of Directors SEK 670,000
  · Vice Chairman: SEK 240,000
  · Other members: SEK 140,000

These sums include compensation for committee work. The proposed total
compensation to Board members thus amounts to SEK 1,330,000.

The Nomination Committee proposes that fees be paid to the auditor according to
approved invoice.

Item 14: The Nomination Committee proposes the re-election of the current Board
members Christer Villard, Ulrica Jansson Messing, Agneta Wallenstam and Anders
Berntsson. The new election of Karin Mattsson Weijber is also proposed. It is
proposed to re-elect Christer Villard as Chairman of the Board.

Karin Mattsson Weijber was born in 1972 and her education includes personnel and
occupational issues as well as business administration. Mattsson Weijber
currently works with board work, lecturing activities (mainly about leadership)
and advisory services and has previous experience including as chairman of the
Swedish Sports Confederation, development leader, skills development manager and
deputy membership manager for the Federation of Swedish Farmers. Some of her
current directorships include chairman of WCR 2019 Jämtland/Härjedalen AB,
Flyinge AB and Ridskolan Strömsholm AB and board member of Folksam Sak, Frösö
Park Fastighets AB, ENGSO (European Non-Governmental Sports Organisation),
Konungens Stiftelse Ungt Ledarskap, Astrid Lindgrens Värld AB and Mid Sweden
University.

A presentation of the individuals proposed by the Nomination Committee for
election to the Board is available on the Wallenstam
website, www.wallenstam.se/arsstamma.

Item 15: The Nomination Committee proposes the re-election of Harald Jagner as
the company’s auditor and re-election of Pernilla Lihnell as the company’s
deputy auditor, both from Deloitte AB, until the end of the 2017 AGM.

Item 16: The Nomination Committee proposes that a new Nomination Committee be
appointed for the 2017 AGM in accordance with the following:

If the AGM approves the Nomination Committee’s proposal with regard to the
Chairman of the Board, Christer Villard is proposed for election to the
Nomination Committee in his capacity as Chairman of the Board, otherwise the
individual elected as Chairman. It is further proposed that Hans Wallenstam be
elected to the Nomination Committee in his capacity as principal shareholder,
and also Lars-Åke Bokenberger in his capacity as the AMF representative, which
is one of the company’s largest shareholders. The above-mentioned persons have
declared that they wish to appoint Dick Brenner as a member of the Nomination
Committee; accordingly, Dick Brenner is proposed for election as a member and
chairman of the Nomination Committee.

Should a member resign prematurely, the remaining members shall if necessary
appoint a new member according to this principle, to serve on the Nomination
Committee until a new Nomination Committee is appointed.

Finally, the Nomination Committee proposes that the AGM pass a resolution that
the Nomination Committee appointed at the 2016 AGM shall be entrusted with the
task of preparing proposals for a Nomination Committee ahead of the 2017 AGM.

Item 17: The Board of Directors proposes that the AGM adopt guidelines for
remuneration to senior executives in the company, with regard to agreements
entered into during the period between the 2016 AGM and the end of the 2017 AGM,
as follows:

The guidelines shall include the CEO and other individuals in the company’s
management.

Fixed salary
Senior executives shall be offered fixed salaries on market-related terms, which
are based on the employee’s area of responsibility and performance.

Pension benefits
Senior executives shall be offered pension benefits on market-related terms
chiefly in the form of premium-based pension agreements.

Non-monetary benefits
Senior executives shall be offered customary non-monetary benefits that
facilitate the performance of their work. In addition to this, benefits in the
form of accommodation, including cost benefits related thereto, may also be
offered in individual cases.

Variable remuneration
In addition to fixed salary, variable remuneration may also be offered that
rewards predetermined and measurable performance. Such variable remuneration
should seek to promote the creation of long-term value within the Group.
Furthermore, in connection with the conclusion of a published company business
plan and to the extent the Board considers appropriate, the Board will have the
right to decide on cash compensation to the Chief Executive Officer and the
Deputy Chief Executive Officers as remuneration for extraordinary work performed
during the implementation of the business plan.

Variable remuneration shall be paid in the form of salary and may not exceed the
fixed remuneration for the employee concerned for the year in question. Payments
under the incentive programme below are not pensionable.

Share-based remuneration
Senior executives may be offered incentives in the form of so-called synthetic
options if such an offer is directed to all permanently employed personnel in
the company.

Period of notice and termination benefits
A reciprocal period of notice of six months applies to senior executives.
Termination benefits, including salary during the period of notice, may not
exceed 24 monthly salary payments.

The Board retains the right to depart from the guidelines if there are
particular reasons for this in individual cases.

Item 18: The Board proposes that the AGM resolve to authorize the Board, on one
or more occasions until the next AGM, to take decisions regarding the purchase
of as many of its own B shares on Nasdaq Stockholm, such that the company’s
holding at any one time does not exceed 10 percent of all shares in the company.
Such acquisitions shall take place within the prevailing price range at any
given time (i.e. the spread between the highest buying price and lowest selling
price).

The purpose of the authorization to acquire the company’s own shares is to
provide the Board with the freedom of action to adjust the company’s capital
structure and create value for the company’s shareholders.

Item 19: The Board proposes that the AGM resolve to authorize the Board, on one
or more occasions up until the date of the next AGM, to take decisions on the
assignment of the company’s own shares in accordance with the following:

The Board shall have the right – with or without preferential rights for
shareholders – to take decisions regarding the assignment of the company’s own
shares by other means than through Nasdaq Stockholm. Assignment may take place
against cash payment, for valuable consideration in other assets than cash or by
offsetting debt through the company’s assignment of shares in exchange for a
claim against the company. The Board’s decision regarding assignment shall be
executed within the time period determined by the Board. The assignment may not
exceed the number of the company’s own shares held by the company at the time of
assignment.

The purpose of the proposed authorization is to:

  · promote a more efficient capital structure in the company, which is
anticipated to have a positive effect on the price of the company’s shares and
thus contribute to creating the largest possible return for the shareholders,
  · create flexibility in the company’s ability to distribute capital to the
shareholders,
  · continually adapt the company’s capital structure to its capital
requirements at any given time in order to contribute to increased shareholder
value, and
  · enable the financing of acquisitions through payment with the company’s own
shares.

The number of shares and votes
At the time of issue of this convening notice, the number of shares in the
company totalled 340,000,000, distributed among 34,500,000 A shares, which carry
ten votes each and 305,500,000 B shares, which carry one vote each. Thus the
number of votes in the company totalled 650,500,000. The company’s holdings of
repurchased own shares totalled 8,745,000 B shares, which cannot be represented
at the AGM.

Provision of documents
The Nomination Committee’s and Board of Directors’ proposals and reasoned
statements are available on the company’s website at www.wallenstam.se/arsstamma
and at the company’s office at Kungsportsavenyen 2, Gothenburg.

The Annual Report, Audit Report and the Auditor’s Statement pursuant to Chapter
8, Section 54 of the Swedish Companies Act (2005:551) will be available on the
company website www.wallenstam.se/arsstamma and at the company’s office at
Kungsportsavenyen 2, Gothenburg, as of 4 April 2016 at the latest.

From the date they are available, the above documents will also be sent to
shareholders who so request and who provide their address. The documents will
also be available at the AGM.

Disclosures at the AGM
The Board of Directors and the CEO shall, if any shareholder so requests and the
Board considers that it may occur without material harm to the company, disclose
information at the AGM about circumstances that may influence the assessment of
an agenda item and circumstances that may affect the assessment of the company’s
or subsidiary’s financial situation and also about the company’s relationship
with other Group companies.

Gothenburg, March 2016
Wallenstam AB (publ)
Board of Directors

Wallenstam AB (publ) is required to make this information public under the
provisions of the Swedish Financial Markets Act and the Swedish Financial
Instruments Trading Act. The information was made publicly available on 16 March
2016 at 3.00 p.m CET.
For more information:
Elisabeth Vansvik, Director of Communications, Wallenstam AB (publ) tel. 46 31
20 00 00 or 46 705 17 11 38
www.wallenstam.se
Wallenstam is a growing property company that manages, builds and develops
properties for sustainable living and enterprise in Gothenburg and Stockholm.
The property holding is valued at around SEK 32 billion and the customer base
consists of just over 7,300 households and 1,000 enterprises. The total lettable
area is around 1 million sq m. Wallenstam is self-sufficient in renewable energy
through the company Svensk NaturEnergi. The company’s B shares have been listed
on Nasdaq Stockholm since 1984.