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 Monday 27 October 2014 at 14.00
p.m. at Armémuseum, Riddargatan 13, 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 Tuesday 27 October 2014, and
must also notify the Company of their intention to attend the general meeting no
later than Tuesday 27 October 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. A form for a proxy that can be used will be available on
the Company’s website, www.dcarnegie.se, and will be sent to shareholders who so
request and have given their address.

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 Tuesday 27 October 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 65,399,010 shares of series B
that hold one (1) vote per share at the general meeting. Thus, there are a total
of 70,768,876 shares and 92,248,340 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.     The Board's proposal to approve the Company's acquisition of
Östgötaporten AB.
8.     Determination of the number of directors and deputy directors
9.     Determination of remuneration to the directors
10.  Election of the directors and chairman
11.  Appointment of a Nomination Committee
12.  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 Knut Pousette, chairman of the board, is
elected chairman at the general meeting.

Item 7) – The Board's proposal to approve the Company's acquisition of
Östgötaporten AB

Because of the proposed acquisition of the above mentioned company, the board of
directors makes the following statement.

The Company has, through its subsidiary Stendörren Bostäder AB. Reg no 556943
-4888 (the "Purchaser") entered into an share purchase agreement with
Sörmlandsporten AB Reg. no 556716-3034 (the "Seller"). The Seller is equally
owned by Kvalitena AB and Fondex AB. The Purchaser and the Seller has entered
into a conditional share purchase agreement regarding the Purchaser's
acquisition of all the shares in the company Östgötaporten AB Reg. no 556941
-0151 ("Östgötaporten"). Östgötaporten is the owner of the properties Röken 22,
Plysaren 13, Dörren 12, Dörren 14, Porten 16 and Valvet 1, all in the
Municipality of Norrköping (the “Properties”).

The reason for the acquisition is that the Properties were previously included
in the large property portfolio acquired on July 4 earlier this year and
therefore well known to the Company. The property management has been handled by
the Company's subsidiary Graflunds and therefor the Company has a good view of
the financial expectations from the Properties as such. The purchase price was
negotiated on commercial basis and the Seller has also received bids on similar
terms from other independent stakeholders. The Properties have also been
evaluated by external appraisers and the valuation has somewhat exceeded the
agreed property value.

The acquisition will increase the company's rental income by approximately SEK
130,000,000 per year and strengthen earnings before financial items with closed
to SEK 60,000,000.

Although the Properties are located on the edge of our geographic focus area,
the Municipality of Norrköping is positively affected by the growth of Stockholm
and there are currently no vacancies in the Properties. Through the acquisition,
the Company will be, indirectly through the Purchaser, the owner of well
-integrated, strategically located properties in Norrköping consisting of 1900
apartments.

The purchase price for the shares in Östgötaporten is based on an underlying
agreed property value of SEK 1,000,000,000, representing approximately SEK 7,500
per square meter. Closing is expected to occur in the fourth quarter of 2014.
The apartments have an excellent location in the Municipality of Norrköping and
fits in with the Company's other property portfolio. Because  Kvalitena AB
(publ.)  is a shareholder in both the Company and the Seller, the acquisition
 is subject to approval of the Extra Annual General Meeting to be held in
October.

The acquisition of Östgötaporten is financed through the assumption of existing
bank loans, a vendor note of SEK 150,000,000, valid until 31 March 2015, and the
rest will be paid in cash. Before signing the share purchase agreement, the
Company and the Purchaser obtained an independent valuation by Savills who
reported a value of properties amounting to SEK 1,009,000,000. The Company has
also given another valuation agency, NewSec, an assignment to provide a fairness
opinion regarding the acquisition before the extraordinary shareholders meeting.

Item 8-10) – Proposals from the Nomination Committee

The Nomination Committee consists of Knut Pousette, Chairman of the board
(representative of Kvalitena AB), Ranny Davidoff (representative of Frasdale
Int. BV) and Bjarne Eggesbø  (representative of Svensk Bolig Holding AB). The
Nomination Committee proposes the following:

-        that the board of directors shall consist of five (5) board members and
no deputy members (item 8),

-        that the remuneration to the directors shall be in accordance with
previously adapted principals, determined on the annual meeting 21 May 2014.
Given the now proposed board composition, the remuneration to the board of
directors will be paid in a total amount of SEK 400,000, of which board members
that are not employed by the Company or its group shall receive SEK 100,000
each. The remuneration relates to compensation for a period of one year. The
remuneration is to be paid to the board members prior to the next annual meeting
2015, calculated in proportion to the date of the election of each of the
directors. Following a separate agreement with the Company, a Board member may
invoice the fees for the board work, together with statutory social security
contributions and value added tax, through a company owned by the Board member,
subject to the precondition that such payment is cost neutral to the Company
(item 9), and

-        that Knut Pousette, Ronald Bengtsson and Mats Höglund are re-elected as
directors of the board for the period until the end of the next annual general
meeting, that Ranny Davidoff and Bjarne Eggesbø are elected as new members of
the board for the period until the end of the next annual general meeting and
that Knut Pousette is re-elected as chairman of the board (item 10).

Item 11) – Appointment of a Nomination Committee

The Nomination Committee proposes that the general meeting resolves to establish
a nomination committee in accordance with the below.

The chairman of the board shall be appointed member of the nomination committee
and shall be instructed to, after consultation with the three largest
shareholders of the Company, with respect to voting rights, as per 31 October
2014, appoint three additional members. The names of these members shall be made
public not later than six months before the annual general meeting 2015. The
nomination committee shall among themselves appoint one of the members of the
committee as chairman. The appointed chairman may not be the chairman of the
board.

In the event a shareholder represented by a member of the nomination committee
is no longer one of the largest shareholders of the Company, with respect to
voting rights, or in the event a member of the nomination committee is no longer
employed by such shareholder or for any other reason resigns from the nomination
committee before the annual general meeting 2015, the other members of the
nomination committee shall, after consultation, have the right to appoint
another representative for the larger shareholders to replace such member.

The nomination committee’s duties in preparation for the annual general meeting
2015 comprise of preparing the election of chairman and other directors of the
board, election of auditor, election of chairman of the annual general meeting,
matters regarding fees and questions in connection thereto.

Documents

The Board's proposal to approve the Company's acquisition of Östgötaporten AB
and documents related thereto under item 7 above on the proposed agenda will be
available for inspection at the Company’s offices, Strandvägen 5A, 114 51,
Stockholm, not later than 2 weeks before the meeting and will be sent to
shareholders who so request and have given their address. The documents are also
published on the Company’s website, www.dcarnegie.se.

Information at general meetings

Upon request by any shareholder and where the board of directors believes that
such may take place without significant harm to the Company, the board of
directors and managing director shall provide information at the general meeting
in respect of the following; (i) any circumstances which may affect the
assessment of a matter on the agenda; and (ii) any circumstance which may affect
the assessment of the Company´s, or any of its subsidiaries’, financial position
and relation to any other group companies.

_____________________

Stockholm, October 2014

D. Carnegie & Co AB (publ)

The Board of Directors

About D. Carnegie & Co

D. Carnegie & Co is a real estate company focusing on residential properties
within the Stockholm region and other growth areas. The Company’s business
concept is to own and manage its real estate portfolio and to gradually
refurbish apartments in connection with the natural turnover of tenants. This
can take place quickly and cost-efficiently due to the Company’s established
refurbishment method, BosystemTM. The refurbishment model is popular with both
tenants and the Swedish Union of Tenants (Sw. Hyresgästsföreningen) as the
apartments are attractively refurbished without any tenants being forced to
vacate the premises.

During 2014, D. Carnegie & Co has acquired several large portfolios of workable
residential properties mainly situated in Stockholm’s growth areas. As of 30
September 2014, the market value amounted to SEK 10,1 billion and the total
rental value was estimated to amount to over SEK 1,000 million per year. The
financial leasing rate is high and none of the properties are vacant. D.
Carnegie & Co is listed on NASDAQ OMX First North since 9 April 2014. The
Company’s Certified Adviser is G&W Fondkommission.