Share Saving Scheme 2011

The annual general meeting 2011 resolved, as proposed by the Board of Directors, to implement the Share Savings Scheme 2011, comprising up to 250,000 Series B shares in Sweco (whereof up to 198 000 shares for allocation to the participants and up to 52 000 shares to cover costs related to social security contributions), on the following main conditions. Up to 80 senior managers and other key personnel will be offered to participate in the Share Savings Scheme 2011. Participation in the Share Savings Scheme 2011 requires the participants to acquire Series B shares in Sweco ("Savings Shares") with their own funds at market rates through NASDAQ OMX Stockholm up to an amount corresponding to 5 to 10 percent of each participant’s fixed annual salary for 2011. If a participant retains ownership to the Savings Shares until the time of the announcement of the results for the financial year 2014 and the participant is still employed by the Sweco group, then each Savings Share entitles the participant to without consideration receive one Series B share in Sweco ("Matching Share") and – provided that certain performance criteria set by the Board of Directors are met – an additional one to four Series B shares in Sweco ("Performance Shares").

To facilitate the implementation of the Share Savings Scheme 2011, the annual general meeting resolved to authorize the Board of Directors to, prior to the next annual general meeting, resolve to acquire up to 198,000 Series B shares over the stock exchange to secure that Matching Shares and Performance Shares are available for allocation to the participants in the scheme, as well as to authorize that the Board of Directors acquire and transfer up to 52,000 Series B shares over the stock exchange to cover costs related to social security contributions. The annual general meeting also resolved to approve the transfer, without consideration, of up to 198,000 Series B shares to the participants of the Share Savings Scheme 2011 in the period during which they are entitled to receive Matching and Performance Shares.