Notice of Annual General Meeting in Fabege AB (publ)

Notice of Annual General Meeting in Fabege AB (publ)

Shareholders of Fabege AB (publ) are invited to attend the Company's Annual
General Meeting (AGM) to be held at 4 p.m. CET on Tuesday 31 March 2009 in Stora
Salen at Nalen, Regeringsgatan 74, Stockholm. Registration for the AGM begins at
2.30 p.m. CET.

Enrolment
Shareholders who wish to attend the AGM must
- be registered in the share register maintained by Euroclear Sweden AB (former
VPC AB) on Wednesday 25 March 2009,
- notify the Company of their intention to participate, stating the names of any
assistants they wish to invite, no later than 4 p.m. CET on Wednesday 25 March
2009. Notice of attendance at the AGM may be made in one of the following ways:

• by mail to Fabege AB (publ), “Fabeges Årsstämma”, Box 7839, SE-103 98
Stockholm, Sweden
• by telephone on +46 (0)8 402 90 68
• by fax on +46 (0)8 20 56 85
• at Fabege's website, www.fabege.se

When giving notice of attendance, shareholders must state their name, personal
ID/organisation number, address and telephone number, their shareholding in
Fabege and the names of any assistants they wish to invite. Shareholders whose
shares are registered in the name of a nominee must, to be entitled to take part
in the AGM, request that their shareholding be temporarily re-registered in
their own name. Such re-registra¬tion must be completed by Wednesday 25 March
2009. To ensure that this happens, shareholders are advised to contact their
nominee to request re-registration well before this date. Participants attending
under a power attorney must enclose this document with their notice of
attendance.

Proposed agenda
1. Open the meeting.
2. Elect a chairman for the AGM.
3. Prepare and approve the list of voters.
4. Approve the agenda.
5. Elect one or two persons to check the minutes.
6. Establish whether the AGM has been duly convened.
7. Listen to a presentation of the Annual Report and Audit Report and the
Consolidated Financial Statements and Consolidated Audit Report.
8. Decide on
   a) the adoption of the Profit and Loss Account and Balance Sheet and the
Consolidated Profit and Loss Account and Consolidated Balance Sheet,
   b) the treatment of the Company's profit or loss according to the approved
Balance Sheet,
   c) discharge from liability for the Board of Directors and Chief Executive
Officer, and     
   d) a record date for payment of a dividend, in the event that such dividend
is approved by the AGM.
9. Decide on the number of Directors and listen to a presentation of the work of
the Nomination Committee.
10. Decide on Directors' and auditors' fees.
11. Elect a Board of Directors and Board Chairman.
12. Elect an auditor
13. Decide on principles for the appointment of the Nomination Committee.
14. Decide on principles of compensation for Company management.
15. Decide whether to authorise the Board to buy back shares and assign such
shares to other parties.
16. Transact any other business.
17. Conclude the meeting.


Decisions proposed by the Board 

Item 8 b) and d) - Dividend and record date
The Board proposes that the Annual General Meeting decide on a dividend of SEK 2
per share for 2008.

The proposed record date for payment of the dividend is 3 April 2009. If the
meeting approves the pro¬posal, it is estimated that the dividend will be
distributed by VPC AB on 8 April 2009.

Item 14 - Principles of compensation for Company management
Company management refers to the Chief Executive Officer and other members of
Group management. The entire Board of Directors with the exception of the CEO is
responsible for drawing up a draft state¬ment of principles governing
compensation and other terms of employment for Company management and for
preparing decisions on the CEO's compensation and other terms of employment.

The principles of compensation and other employment terms for Company management
proposed by the Board are as follows:

The compensation should be market-based and competitive, and should reflect
responsibilities and performance that are in the interest of the shareholders.
The fixed salary should be reviewed each year. Fabege 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 are subject to a ceiling of
one base amount per year per employee. Any compensation on top of the fixed
salary should be subject to a ceiling and related to the fixed salary. Any other
benefits should make up a limited part of the total compensation. 

The retirement age is 65. Pension benefits should correspond to the ITP
occupational pension plan or be contribution-based with a maximum contribution
of 35 per cent of the pensionable salary. Termination salary and severance pay
must not exceed 24 months in total. 

Item 15 - Acquisition and assignment of treasury stock
The Board proposes that the AGM authorise the Board, for a period ending no
later than the next AGM, to buy back shares in the Company and assign such
shares to other parties. Share buybacks are subject to a limit of 10 per cent of
the total number of outstanding shares at any time and may be made on the
Stockholm Stock Exchange. The right to assign shares is subject to a limit of 10
percent of all outstanding shares at any time. Derogating from the pre-emption
rights of existing shareholders, such assignment may be made to third parties in
connection with the acquisition of property or businesses, but not on Stockholm
Stock Exchange. Payment for assigned shares may be made in kind, by offset or in
another manner subject to terms and conditions. The authorisation is designed to
enable the Company to continuously adapt its capital requirements and thereby
improve shareholder value, and to enable assignment of shares as a means of
funding the acquisition of property or businesses, by payment in shares owned by
the Company (treasury stock). 


Decisions proposed by the Nomination Committee

Items 2, 9, 10, 11, 12, 13 - election of a chairman for the AGM, decisions on
the number of Directors etc., and on Directors' and auditors' fees, election of
a Board of Directors and Board Chairman, election of an auditor and decision on
principles for the appointment of the Nomination Committee.

The following persons have been appointed to the Nomination Committee, in
accordance with the principles adopted at Fabege's 2008 AGM: Peter Lindh (Maths
O Sundqvist), Anders Silverbåge (Brinova Fastigheter AB), Per Ovrén (Investment
AB Öresund) and Mikael Nordberg (Danske Capital). Anders Silverbåge has served
as the Committee's chairman. The four owner representatives together represent
33 per cent of the votes in Fabege.

The Nomination Committee proposes that the 2009 Annual General Meeting resolve:
• to elect Erik Paulsson as chairman of the AGM,
• to appoint eight Directors with no deputies,
• to re-elect the Directors Göte Dahlin, Christian Hermelin, Sven-Åke Johansson,
Märtha Josefsson, Helen Olausson, Mats Qviberg, Erik Paulsson and Svante
Paulsson,
• to re-elect Erik Paulson as Chairman of the Board, 
• to reappoint registered audit firm Deloitte AB as auditors, with Svante
Forsberg as chief auditor,
• to approve the payment of Directors' fees at the same amounts as last year, a
total of SEK 2,445,000 to be divided as follows: SEK 375,000 to the Chairman of
the Board, SEK 185,000 to each non-executive Director, SEK 835,000 to Erik
Paulsson as a separate fee for assisting Group management in two projects and
SEK 125,000 for work in the Audit Committee,
• to approve the payment of auditors' fees in accordance with the approved
invoice(s), and
• that the principles for the appointment of a Nomination Committee for the 2009
AGM remain unchanged, i.e. that a Nomination Committee consisting of
representatives for the four largest shareholders be appointed no later than six
months before the 2009 AGM. 

More information about the proposed Directors is available on the Company's
website, www.fabege.se.


Other information 

The total number of shares and votes in the Company, at the time this notice
issued, is 169,311,554. The Annual Report, Audit Report and a complete set of
proposals for resolutions and a reasoned opinion pursuant to the Swedish
Companies Act, including audit statements and power of attorney forms, will be
available from the Company's office as of 10 March 2009 and sent to shareholders
who have requested this, providing a postal address. The documents will also be
made available on the Company's website, www.fabege.se. The statement of the
Board of Directors 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 shareholders
who have stated that they wish to receive financial information from the
Company.

Holders of convertible bonds (2004/2009 KV 5) must, to be entitled to payment of
dividends under Item 8 d above, request conversion of their convertibles no
later than 5 March 2009.

Stockholm, February 2009
Fabege AB (publ)

The Board of Directors

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 8:30 a.m. CET on 20
February 2009.

Fabege AB (publ) is one of Sweden's leading property companies focusing on
commercial premises. The book value of the company's property portfolio is
approximately SEK 29.5 billion. The portfolio is concentrated to the Stockholm
region and has an annualised rental value of SEK 2.4 billion and a lettable area
of 1.5 million square metres. Fabege's shares are listed on the Stockholm Stock
Exchange, Large Cap segment.