Remuneration to senior executives

The Remuneration Committee
The Board of Directors will appoint a Remuneration Committee, which will be charged with considering issues concerning principles for remuneration, conditions of employment, pension benefits and bonus schemes for senior executives, as well as to follow up and evaluate existing principles and remuneration structures. The Remuneration Committee shall also deal with general employment terms and remuneration issues that apply to all employees of the company.

The Sweco Group takes as starting point that remuneration shall be given on market and competitive terms, so that Senior executives can be recruited and retained. Remuneration to Senior executives comprises base salary, variable compensation, pension, other remuneration and share based incentive schemes. The remuneration shall be based on factors such as work description, expertise, experience, position and performance. Further, the allocation between base salary and variable compensation shall be proportionate to the employee’s position and work description. The variable compensation shall be connected to predetermined and measurable criteria that have been devised to comply with the long term goals of the company.

The variable compensation for the President and Vice President shall be up to 75 percent of the base salary. For other Senior executives, the variable compensation shall be up to 50 percent of the base salary. The variable compensation shall be based on the outcome of predetermined profitability targets. The targets for the President and other Senior executives shall be determined by the Board of Directors. The Board of Directors shall have the right to deviate from these principles in individual cases if there are extraordinary reasons therefor.

Remuneration and benefits during 2011 (KSEK)

* 6 individuals

Comments on the table
Variable compensation relates to bonus expensed for 2011, which is paid out during 2012. Other compensation relates to company cars and mobile phones.

Share based incentive schemes
Senior executives of the Sweco group may be offered various forms of inventive schemes on market terms.

The Annual General Meeting in 2008 resolved to implement a subscription warrants scheme (2008/2011) on market terms. The scheme is aimed at approximately 50 members of the Sweco group’s key employees, who are entitled to purchase, on market terms, up to 1,700,000 subscription warrants. Subscriptions may be made as of 30 May 2011 until 30 November 2011 at the subscription price of SEK 65 per share.

In total, 1,300,000 warrants have been subscribed to. If all warrants are exercised the number of Series B shares will be increased by 1,300,000, which corresponds to a dilution of 1.4 percent of the share capital and 0.7 of the votes.

Remuneration to senior executives