Notice of extraordinary general meeting of D. Carnegie & Co AB (publ)

The shareholders of D. Carnegie & Co AB (publ) (the “Company”) are hereby
summoned to an extraordinary general meeting on Wednesday 2 July 2014 at 10.00
a.m. at Strandvägen 5A, 2 fl., 114 51 Stockholm.
Right to attend the general meeting

Shareholders who wish to attend the general meeting must be registered in the
share register maintained by Euroclear Sweden AB on Thursday 26 June 2014, and
must also notify the Company of their intention to attend the general meeting no
later than Thursday 26 June 2014 at 4.00 p.m.

The notification must be made in writing to D. Carnegie & Co AB (publ),
Strandvägen 5A, 114 51 Stockholm or by e-mail to Info@dcarnegie.se. The
notification must state the shareholder’s name, personal identity
number/registration number, shareholding, address, day time telephone number and
information about the attendance of any assistants (maximum two) and, if
applicable, information about any proxies.

Proxy

Shareholders represented by proxy must submit a dated power of attorney. If the
power of attorney is executed by a legal person, a certified copy of the
certificate of registration or equivalent should be attached. The power of
attorney and certificate of registration may not be older than one year,
however, the power of attorney may be older provided that the power of attorney
according to its wording is valid for a longer period, although, not more than
five years. The original power of attorney and the certificate of registration
should be sent to the Company at the address mentioned above in good time prior
to the general meeting.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee through a bank
or a securities institution must temporarily re-register their shares in their
own names in order to be entitled to attend the general meeting. Such
registration must be duly effected in the share register maintained by Euroclear
Sweden AB on Thursday 26 June 2014, and the shareholders must therefore advise
their nominees well in advance of this date.

Number of shares and votes

In the Company, there are a total of 5,369,866 shares of series A that hold five
(5) votes per share at the general meeting and 39,399,010 shares of series B
that hold one (1) vote per share at the general meeting. Thus, there are a total
of 44,768,876 shares and 66,248,340 votes in the Company.

Proposed agenda

 1. Opening of the general meeting.
 2. Election of chairman of the general meeting.
 3. Preparation and approval of the voting list.
 4. Approval of the agenda.
 5. Election of one or two persons to approve the minutes.
 6. Determination of whether the general meeting has been duly convened.
 7. Resolution regarding amendment of the maximum and minimum share capital and
number of shares and thereto connected amendment to the articles of association.
 8. Resolution regarding authorisation for the board of directors to resolve on
issue of new shares and convertible bonds.
 9. Closing of the general meeting.

Item 2) – The board of directors’ proposal of election of chairman at the
general meeting

The board of directors proposes that Jesper Schönbeck at Advokatfirman Vinge is
elected chairman at the general meeting.

Item 7) – Resolution regarding amendment of the maximum and minimum share
capital and number of shares and thereto connected amendment to the articles of
association

For the purpose of completing the previously communicated merger of the property
portfolios of the Company and Hyresbostäder i Sverige II AB, pursuant to which
the purchase price shall be paid partly by issue of securities of the Company,
the board of directors proposes that the limits for the maximum and minimum
share capital and number of shares set forth in the articles of association
shall be amended:

4 §

The share capital shall amount to a minimum of SEK 550,000,000 and a maximum of
SEK 2,200,000,000.

5 §

The number of shares shall be a minimum of 43,163,154 and a maximum of
172,652,616.

Item 8) – The board of directors’ proposal of authorisation for the board of
directors to resolve on issue of new shares and convertible bonds

The board of directors proposes that the general meeting resolves on authorizing
the board of directors to:

(i)             Until the end of the next annual general meeting, at one or
several occasions, and with or without deviation from the current general
preferential rights of the shareholders, resolve on issue of not more than
26,000,000 new shares of series B and convertible bonds with an aggregate
nominal value of not more than SEK 1,020,000,000. Payment in the new issue may
be made by contribution in kind or by way of set-off. The reasons for
authorizing the board of directors to resolve on issue of new shares of series B
and convertible bonds, with or without deviation from the current general
preferential rights of the shareholders and/or with provisions for contribution
in kind or set-off, or otherwise on terms and conditions set forth above, is to
enable the Company to complete the previously communicated merger of the
property portfolios of the Company and Hyresbostäder i Sverige II AB, pursuant
to which the purchase price shall be paid partly by issue of securities of the
Company, and, in addition to above,

(ii)           Until the end of the next annual general meeting, at one or
several occasions, resolve on issue of new shares of series A and/or shares of
series B pursuant to the current general preferential rights of the
shareholders. The reasons for authorizing the board of directors to resolve on
issue of new shares of series A is to enable the board of directors to achieve
an appropriate capital structure for the Company and to promptly and efficiently
finance the Company. The authorization of the board of directors to issue new
shares of series A and/or shares of series B under this paragraph is not limited
in size in any other way than by the limits for the share capital and number of
shares set forth in the from time to time registered articles of association.

_____________________

Resolutions in accordance with item 7 and 8 above require approval from at least
two thirds (2/3) of the shares represented and votes cast at the general
meeting.

The board of directors’ complete proposals regarding item 8 will be available
for inspection at the Company’s offices, Strandvägen 5A, 114 51, Stockholm, not
later than 11 June 2014 and will be sent to shareholders who so request and have
given their address.

The shareholders are reminded of their right to require information in
accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Stockholm, June 2014

D. Carnegie & Co AB (publ)

The board of directors