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Sten Olsson, born 1953

Chairman; State Secretary, Ministry of Finance. Previous experience: State Secretary, Prime Minister’s Office; Administrative Director, Social Democratic Parliamentary Group; Deputy Gen- eral Secretary of the Executive of the Swedish Social Democratic Party.

Member of the Board since 2003. Other Board positions: –

Holger Wästlund, born 1938

Deputy Chairman, Management Consultant. Previous experience: President, Special- fastigheter Sverige AB; President, VBB gruppen AB. Member of the Board since 2000. Other Board positions: Board member of Omniagruppen AB and Fastighetsab Sälen.

Jens Engwall, born 1956

President, Kungsleden AB

Previous experience: President, CA Fastigheter; Vice President, BPA Fastigheter AB.

Member of the Board since 2004. Other Board positions: Board member of Kungsleden AB and Fast Partner AB.

Ann Eriksson, born 1965

Business Development Manager, Vasallen AB. Previous experience: Real Estate Economist, Vasakronan AB; Project Manager and Real Estate Economist, SJ Property Division; Assis- tant teacher, Royal Institute of Technology. Member of the Board since 2003. Other Board positions: Board member of Statens Bostadsomvandling AB, I13 Vasallen AB and I15 Vasallen AB. Employee representa- tive appointed by Swedish Confederation of Professional Associations.

Marianne Förander, born 1967

Deputy Director, Ministry of Industry, Employ- ment and Communications. Previous experi- ence: Desk Officer/Deputy Director, Ministry of Finance; Auditor, BDO Feinstein Revision AB; Auditor, Peters & Co Revision AB.

Member of the Board since 2003. Other Board positions: Board member of Akademiska Hus AB.

Lena Hedlund, born 1961

Head of Communications, SBAB

Previous experience: Acting Lending Manager, SBAB; Business Market Manager, SBAB; Credit analyst/Appraiser, Sales and Business Analysis, Stadshypotek AB. Member of the Board since 2001. Other Board positions: –

Lars Johnsson, born 1961

Vice President AP Fastigheter AB Previous experience: Business Development Manager and Regional Manager Stockholm, AP Fastigheter AB; Property Manager, Korbe Fastigheter; Property Manager, Byggnads AB L E Lundberg. Member of the Board since 2001. Other Board positions: –

Bo Netz, born 1962

Director, Ministry of Finance.

Previous experience: Director and Head of the Company and Property Division, Ministry of Finance; Desk Officer, Ministry of Finance; Effi- ciency auditor, National Audit Office. Member of the Board since 1997. Other Board positions: Board member of National Gaming Board.

Richard Westling, born 1945

Engineer, Vasallen Teknik och Projektering AB Previous experience: Engineer, Vasakronan AB; Engineer, National Board of Public Building; Engineer, Timrå municipality.

Member of the Board since 2000. Other Board positions: –

Employee representative appointed by Confed- eration of Professional Employees.

Corporate governance

Auditors

Auditors are appointed by the Annual General Meeting and are assigned to examine the consolidated financial reports and the administration of the company by the Board of Directors and the CEO. In 2004, the Annual General Meet- ing appointed PricewaterhouseCoopers AB as auditors, with principal responsibility for auditing allotted to Per Wardhammar, Authorized Public Accountant, for the period until conclusion of the Annual General Meeting in 2008. Per Wardhammar has performed this assignment since 2000. PricewaterhouseCoopers AB has a good reputa- tion and the requisite expertise to meet Vasallen’s standards. In addition to statutory auditing requirements, the auditors have provided services for Vasallen, mainly in the taxation and advanced accounting areas. In order to ensure that the Board has insight into and control of the audit process, the principal auditor has met the Board on three occasions to report his observations personally. The full-year and six- month financial reports have been discussed on these occa- sions, and also questions involving property valuation in accordance with the new IFRS accounting rules. Vasallen has not appointed an audit committee, since this assignment is fulfilled by the entire Board. Remuneration to the com- pany’s auditors is reported in Note 10.

Group management

The Board appoints the President, who is also the Group CEO. Under the Companies Act and the rules of procedure, the CEO is responsible for the day-to-day administration of the company’s and the Group’s operations. The CEO informs the Board and the Chairman on an ongoing basis concerning the company’s and the Group’s operations and development. The executive management group, which currently has six members, is appointed by the CEO, in consultation with the Board. The composition of the executive management group is presented on page 89. The executive management group , which reports to the CEO, is responsible for control of the Group’s business operations, financial reporting, acquisitions and divestments, cooperation, financing, capital structure, risk management and other matters of a Groupwide nature. The executive management group has meetings on a weekly basis, at which minutes are taken. These meeting are chaired by the CEO, who takes decisions after consultation with the executive management group.

Members of Vasallen’s executive management group and Group staff managers report to the CEO. The Board’s instructions to the CEO specify more detailed regulations concerning the CEO’s powers and obligations. Vasallen also has an internal decision and authorization procedure which indicates the powers exercised by employees in various capacities.

Governance and control of the Group’s subsidiaries is achieved by active Board work in the subsidiary concerned. Subsidiary Boards normally contain representatives of the executive management group and Group staff units, and are chaired by the director of property operations. In some sub- sidiaries, there are also external Board members.

No Vasallen Group employee receives a fee for a Board assignment in a Group subsidiary. Remuneration to senior executives is reported in Note 7. Remuneration complies with the owner’s guidelines and, as a result, this issue is not considered by a remuneration committee specially appointed by the Board. Vasallen has established a Group Council as a forum for information, development, coordina- tion and monitoring in business support areas such as accounting, legal matters, human relations, information, property valuation, market analysis and technology.

The Group Council also assists executive management in vision and strategy issues, and in areas such as feedback of experience and goal fulfillment. The Group Council meets once a month.

Since Vasallen only has a single shareholder, the com- pany does not comply with the following articles of the Code: 1.1.2, 1.1.3, 1.2.1, (see above under Annual General Meeting) 2.1.1, 2.1.2, 2.1.3, 2.2.1, 2.2.2, 2.2.3, 3.2.5 (see above under Nomination Committee) and 3.8.3. Review of corporate governance report

As an extension of our audit assignment, assigned by the Board, we have examined the Corporate Governance Report for Vasallen AB (publ) for 2005 presented on pages 85–90. The Corporate Governance Report has been pre- pared in accordance with the guide-

lines stipulated in the Swedish Code for Corporate Governance.

Stockholm, March 1, 2006 PricewaterhouseCoopers AB Per Wardhammar,

Authorized Public Accountant

Per Wardhammar

Authorized Public Accountant PricewaterhouseCoopers AB Elected 2004

Other assignments: Apoteket AB, Samhall AB, ICA Bank AB