Notice to attend the Annual General Meeting 2016 in Hemfosa Fastigheter


The shareholders of Hemfosa Fastigheter AB (publ) ("Hemfosa") are hereby invited
to the Annual General Meeting on Tuesday 19 April 2016 at 3.00 p.m. CET at Hotel
Rival, Mariatorget 3, in Stockholm, Sweden. Entry to the Annual General Meeting
will commence at 2.00 p.m. CET.
NOTIFICATION ETC.

Shareholders who wish to attend the Annual General Meeting

shall                    be entered in the share register maintained by
Euroclear Sweden AB on Wednesday 13 April 2016,

shall                    give notice of their attendance no later than on
Wednesday 13 April 2016. Notification shall be submitted in writing to Hemfosa
Fastigheter AB (publ), c/o Euroclear Sweden AB, "Annual General Meeting 2016",
Box 191, 103 98 Stockholm, Sweden, or by telephone to +46 (0)8-402 92 96.
Notification can also be made via Hemfosa's website, www.hemfosa.se. The
notification shall state name, personal identification number or company
registration number, address, telephone number and accompanying advisors, if any
(not more than two).

Shareholders whose shares are registered in the name of a nominee must
temporarily re-register the shares in their own name in order to be entitled to
attend and vote at the Annual General Meeting. Such re-registration must be
effected with Euroclear Sweden AB on Wednesday 13 April 2016, which means that
the shareholder must inform its nominee well before this date.

Shareholders attending by proxy or a representative should send powers of
attorney in original, certificates of incorporation and any other documents of
authorisation to the company at the address above well before the Annual General
Meeting. A template proxy form is available on the company's website,
www.hemfosa.se. Shareholders cannot vote or in other ways attend the Annual
General Meeting by remote access.

PROPOSED AGENDA

 1. Opening of the meeting
 2. Election of Chairman of the meeting
 3. Preparation and approval of the voting register
 4. Election of one or two persons to check and verify the minutes
 5. Determination of whether the meeting has been duly convened
 6. Approval of the agenda
 7. Presentation of the annual report and the auditor's report and the
consolidated financial statements and the auditor's report for the group
 8. Report by the Chairman of the Board on the work of the Board
 9. Presentation by the CEO
10. Resolutions regarding

a)        adoption of the income statement and the balance sheet and the
consolidated income statement and the consolidated balance sheet,

b)        disposition of the company's result in accordance with the adopted
balance sheet, and

c)         whether the Board members and the CEO should be discharged from
liability

 1. Determination of remuneration to be paid to the Board members and the
auditor
 2. Election of Board members and auditor
 3. Resolution regarding approval of the Board of Directors' decision on a new
issue of ordinary shares with pre-emption right for the shareholders of ordinary
shares
 4. Resolution regarding authorisation for the Board of Directors to resolve
upon new issue of ordinary shares
 5. Resolution regarding guidelines for remuneration to the senior executives
 6. Closing of the meeting

PROPOSED RESOLUTIONS

Item 2 – Election of Chairman of the meeting

The nomination committee proposes that Wilhelm Lüning, member of the Swedish Bar
Association, is elected Chairman of the Annual General Meeting.

Item 10 b – Resolution regarding disposition of the company's result in
accordance with the adopted balance sheet

The Board of Directors proposes that the meeting resolves that, until the next
Annual General Meeting, a dividend to the shareholders of ordinary shares shall
be paid in a total amount of SEK 4.20 per ordinary share, with quarterly
payments of SEK 1.05 per ordinary share. Proposed record days for the quarterly
dividends on the ordinary shares are 21 April 2016, 10 July 2016, 10 October
2016 and 10 January 2017. In the event that such day is not a banking day, the
record day shall be the immediate preceding banking day. The dividend payments
on the ordinary shares are estimated to be distributed by Euroclear Sweden AB on
the third banking day after each record day.

The Board of Directors further proposes that the meeting resolves that, until
the next Annual General Meeting, a dividend to the shareholders of preference
shares shall be paid in a total amount of SEK 10.00 per preference share, with
quarterly payments of SEK 2.50 per preference share. Proposed record days for
the quarterly dividends for the preference shares are 10 July 2016, 10 October
2016, 10 January 2017 and 10 April 2017. In the event that such day is not a
banking day, the record day shall be the immediately preceding banking day. The
dividend payments on the preference shares are estimated to be distributed by
Euroclear Sweden AB on the third banking day after each record day.

In aggregate, the proposed dividend as set out above amounts to SEK 662,048,864.

The Board of Directors has furthermore resolved on an issue of new shares with
pre-emption rights for the existing holders of ordinary shares, subject to
approval by the general meeting (item 13 on the agenda). The Board of Directors
proposes that the new ordinary shares that may be issued pursuant to the
resolution by the Board of Directors regarding an issue of new shares shall
entitle to dividend as set out above as of the day on which they are entered in
the share register maintained by Euroclear Sweden AB. Provided that the Annual
General Meeting approves the resolution by the Board of Directors regarding an
issue of new shares, the dividend on the new ordinary shares may amount to up to
SEK 105,000,000.

The Board of Directors has furthermore proposed that the Annual General Meeting
authorises the Board of Directors to resolve upon new issues of ordinary shares
(item 14 on the agenda). The Board of Directors proposes that the new ordinary
shares that may be issued pursuant to the authorisation shall entitle to
dividend as set out above as of the day on which they are entered in the share
register maintained by Euroclear Sweden AB. At a maximum use of the
authorisation, the dividend on the new ordinary shares may amount to SEK
51,903,666.

The Board of Directors proposes that the remaining profits are carried forward.

Item 11 – Determination of remuneration to be paid to the Board members and the
auditor

The nomination committee proposes that an annual remuneration of SEK 400,000
(previously SEK 350,000) shall be paid to the Chairman of the Board of Directors
and that SEK 180,000 (previously SEK 175,000) shall be paid to each of the other
Board members elected by the Annual General Meeting who are not employed by the
company. The nomination committee has further proposed that an annual
remuneration of SEK 60,000 (unchanged) shall be paid to the Chairman of the
audit committee and SEK 35,000 (unchanged) to each of the other members of the
audit committee. No remuneration will be paid for work in the remuneration
committee. Provided that it is cost neutral for the company, remuneration may be
invoiced by a Board member through a wholly-owned company.

The nomination committee proposes that remuneration to the company's auditor
shall be paid in accordance with approved invoices.

Item 12 – Election of Board members and auditor

The nomination committee proposes that the Board of Directors shall consist of
six ordinary members and that Bengt Kjell, Jens Engwall, Anneli Lindblom,
Caroline Sundewall and Ulrika Valassi are re-elected as Board members for the
period until the end of the next Annual General Meeting, and that no deputy
directors are elected. Per-Ingemar Persson is nominated for election as new
Board member. Magnus Eriksson and Daniel Skoghäll have declined re-election.

The nomination committee deems it appropriate to, in the future, aim to have a
Board of Directors consisting of seven members. Since the nomination committee
shortly before publication of the notice to the Annual General Meeting was
informed that Magnus Eriksson declines re-election, the nomination committee has
chosen to propose, to this Annual General Meeting, that the Board shall consist
of six members, which is considered a requisite number of members.

The nomination committee further proposes that Bengt Kjell is re-elected as
Chairman of the Board.

A report on the nomination committee's proposals and further information
regarding the proposed Board members is available on the company’s website,
www.hemfosa.se.

The nomination committee further proposes that the registered accounting firm
KPMG AB is re-elected as auditor until the end of the next Annual General
Meeting. KPMG AB will, if elected, appoint Björn Flink to be auditor in charge.

Item 13 - Resolution regarding approval of the Board of Directors' decision on a
new issue of ordinary shares with pre-emption right for the shareholders of
ordinary shares

The Board of Directors proposes that the Annual General Meeting approves the
Board of Directors' resolution from 14 March 2016 to increase the share capital
of the company by way of a new issue of ordinary shares with pre-emption right
for the shareholders of ordinary shares, pursuant to the following terms and
conditions. The issue proceeds of the new issue shall amount to approximately
MSEK 1,800, before issue costs. It is intended to use the proceeds for property
acquisitions which are continuously evaluated by the company in its day-to-day
operations as well as for investments in the existing property portfolio.

The Board of Directors will not later than 14 April 2016 resolve on the amount
by which the share capital shall be increased, the number of ordinary shares to
be issued and the subscription price per ordinary share.

Subscription rights, record date and allocation

All shareholders of ordinary shares in the company shall have pre-emption right
to subscribe for new ordinary shares in proportion to the number of ordinary
shares held by them. Holders of ordinary shares registered as shareholders of
the company on 21 April 2016 (the record date for the new share issue) are
entitled to receive subscription rights. Subscription of ordinary shares shall
also be possible without subscription rights. If not all ordinary shares are
subscribed for with subscription rights (primary pre-emption right), the Board
of Directors shall resolve on the allocation of ordinary shares subscribed for
without subscription rights. In such case, allocation shall be made in
accordance with the following. Firstly, shares not subscribed for with primary
pre-emption rights shall be offered to all shareholders (secondary pre-emption
rights). If the number of ordinary shares subscribed for with secondary pre
-emption rights is insufficient for subscription demand, the remaining shares
shall be distributed among the subscribers pro rata to the total number of
shares in the company already held by them, regardless of whether such shares
are ordinary shares or preference shares. To the extent that this is not
possible in relation to certain share/shares, the distribution shall be made by
drawing lots. Secondly, allocation shall be made to persons who have applied for
subscription without pre-emption right and, in the case of over-subscription,
pro rata in relation to the number of shares subscribed for, and, where this is
not possible, by drawing lots.

Subscription period and payment

Subscription of new ordinary shares by the exercise of subscription rights shall
be paid in cash during the period from and including 26 April 2016 up to
including 10 May 2016. Subscription for new ordinary shares without the exercise
of subscription rights shall be made on a separate subscription form during the
same time period as stated above. Payment for new ordinary shares subscribed for
without subscription rights shall be made no later than on the third bank day
after information of allotment has been sent to the subscriber. The Board of
Directors shall have the right to extend the subscription and payment periods.

Right to dividends

The new ordinary shares shall carry a right to dividends commencing on the first
record date that occurs after the registration of the shares with the Swedish
Companies Registration Office.

Authorisation

The CEO, or anyone appointed by him, shall be authorised to make such minor
amendments to the resolution as may be necessary in connection with the
registration of the resolution with the Swedish Companies Registration Office or
Euroclear Sweden AB or due to other formal requirements.

Item 14 – Resolution regarding authorisation for the Board to resolve upon new
issue of ordinary shares

The Board of Directors and management see continued good potential to carry out
acquisitions of real property in order to increase company growth and improve
results and cash flow, and thereby attend to the interests of the shareholders.
Even though the Board of Directors proposes that the Annual General Meeting
shall approve the resolution by the Board of Directors regarding a new issue of
ordinary shares with pre-emption rights for the existing holders of ordinary
shares (item 13 on the agenda), the Board proposes that the Board of Directors
shall continue to have a limited authorisation to resolve on issues of ordinary
shares to be well prepared to be able to explore acquisition opportunities which
are considered to be beneficial to the company.

The Board of Directors therefore proposes that the Annual General Meeting
resolves to authorise the Board of Directors to, on one or more occasions for
the period until the end of the next Annual General Meeting, with or without
deviation from the shareholders' pre-emption right, resolve upon a new issue of
ordinary shares to the extent that such new issue can be made without amending
the articles of association. The total number of ordinary shares that may be
issued pursuant to the authorisation may not exceed ten per cent of the total
ordinary shares in Hemfosa, at the time of exercising the authorisation. Such
new ordinary shares shall be issued at a subscription price corresponding to
market terms and payment can be made, except for payment in cash, by assets
contributed in kind or by set-off.

The purpose of the authorisation, and the reason for any deviation from the
shareholders' pre-emption right, is that the Board of Directors shall be able to
resolve on new issues in order to finance acquisitions of real property or real
property companies, or part of real property or real property companies, or in
order to finance investments in new or existing real property.

The Board of Directors proposes that the CEO, or any person appointed by the
CEO, shall be authorised to make minor adjustments of the above resolution, as
may be required in connection with the registration thereof.

Item 15 – Resolution regarding guidelines for remuneration to the senior
executives

The Board of Directors proposes that the Annual General Meeting resolves on the
following guidelines for remuneration to the company's senior executives.

Hemfosa shall apply the remuneration levels and employment terms necessary in
order to attract and retain a highly competent management with capacity to
achieve set goals. The forms of remuneration shall motivate the senior
executives to do their utmost to secure the shareholders' interests.

Accordingly, the remuneration structure shall be in line with market terms and
be competitive. It shall also be simple, long-term and measurable. The
remuneration to senior executives may comprise a fixed and variable part. The
fixed salary for senior executives is to be adapted to market conditions and
based on competence, responsibility and performance. A variable part shall
reward results clearly linked to targets and improvements in simple and
transparent structures and shall be maximised. Any outcome must relate to the
fulfilment of pre-determined goals with respect to results, cash flow and
growth. Variable remuneration to each senior executive shall not exceed four
months' salary and shall not entitle to pension benefits. The variable salary
for all senior executives in the group, taken as a whole, may not exceed SEK
three million. Regarding the right and possibility to receive variable
remuneration, the CEO and the CFO are excluded.

Senior executives' non-monetary benefits shall facilitate the work of the senior
executives and correspond to what may be deemed reasonable in relation to
standard practices on the market in which each senior executive is active.

Senior executives may be offered incentive schemes which shall primarily be
share based or related to the share price. Any incentive scheme must ensure long
-term commitment to the company's development and be implemented on market
terms. Share based incentive schemes and incentive schemes related to the share
price shall be resolved by the general meeting of shareholders.

The terms for pension benefits for senior executives will be based on defined
contribution pension plans and comply with or correspond to general pension
plans, the ITP1 plan in Sweden. Salary during the notice period upon termination
and severance pay for a senior executive is not to exceed a total of 18 months'
salary, if the company terminates the employment and six months if the senior
executive resigns. In this context, senior executives are defined as the CEO,
CFO and other members of the group executive management.

The Board of Directors shall be entitled to deviate from the guidelines for
remuneration to senior executives set out above if there are special reasons in
an individual case. In such a case, the Board of Directors shall give an account
for the reason for deviation from the guidelines for remuneration to senior
executives at the next Annual General Meeting.

MISCELLANEOUS

Shares and votes

As of the date of this notice, there is a total number of 142,440,207 shares in
Hemfosa, of which 131,440,208 are ordinary shares carrying one vote per share
and 10,999,999 are preference shares, carrying one-tenth of a vote per share,
corresponding to a total number of 132,540,208 votes in the company. The company
does not hold any own shares.

Majority requirements

The resolution under item 14 is valid only if supported by shareholders holding
not less than two-thirds of both the votes cast and the shares represented at
the Annual General Meeting.

Shareholders' right to request information

The Board of Directors and the CEO shall, if any shareholder so requests and the
Board of Directors believes that it can be done without material harm to the
company, provide information regarding circumstances that may affect the
assessment of an item on the agenda, circumstances that can affect the
assessment of the company's or its subsidiaries' financial situation and the
company's relation to other companies within the group and the consolidated
accounts.

Documentation

The financial accounts and the auditor's report, the auditor's report regarding
whether the previously adopted guidelines for remuneration to the senior
executives have been complied with, the complete proposals for resolutions
according to the above together with thereto related documents such as the
reasoned statement of the Board of Directors pursuant to Chapter 18 Section 4 of
the Swedish Companies Act (2005:551) will be available at the company's premises
at the address Hästholmsvägen 28 in Nacka, Sweden, and at the company's website,
www.hemfosa.se, no later than on Tuesday 29 March 2016 and will be sent, without
costs, to those shareholders who so request and state their address. All of the
above mentioned documents will be presented at the Annual General Meeting.

_________________

Nacka, March 2016
HEMFOSA FASTIGHETER AB (PUBL)
Board of Directors

Other information

Schedule for the Annual General Meeting:

2.00 p.m. CET - The doors open for shareholders.

3.00 p.m. CET – The Annual General Meeting commences.

_________________
About Hemfosa Fastigheter

Hemfosa is a Swedish property company with a property portfolio focused on
service properties in the Nordics. This generates stable revenue flows and a
healthy yield. Hemfosa also aims to create value by actively participating in
the transaction market. As of December 31, 2015, Hemfosa owned commercial
properties in Sweden with a total property value of approximately SEK 32.6
billion, including the Company’s share of the property value in joint ventures.
The Company’s common share is listed as of March 2014 and preference share since
December 2014, both on Nasdaq Stockholm. Read more at www.hemfosa.se.

Attachments

03144737.pdf