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AGM of Sweco AB on 29 April 2010

April 29, 2010 | Press release

The Annual General Meeting of Sweco AB on 29 April 2010 passed resolutions according to the following.

The AGM resolved, in accordance with the proposal of the Nominating Committee, that the Board of Directors shall consist of eight regular members elected by the AGM and that no deputies shall be appointed. The AGM re-elected Anders G. Carlberg, Gunnel Duveblad, Aina Nilsson Ström, Olle Nordström, Pernilla Ström and Mats Wäppling, while Sofia Arkelsten and Kai Wärn were elected as new members. Øystein Løseth resigned from the Board at his own request on 25 November 2009. Olle Nordström was appointed as Board Chairman.

Sofia Arkelsten, born in 1976, is a member of the Swedish parliament (m), the Committee on Environment and Agriculture and the Committee on European Union Affairs. She was previously employed by ICA AB, among other things as Communications Director for ICA Sweden. Prior to this, Sofia Arkelsten worked with commercial policy and legal affairs at Svensk Handel. In addition, she has been an elected representative to the Stockholm City Council and is currently chairman of Stiftelsen Barnens Dag.
Kai Wärn, born in 1959, is President and CEO of Seco Tools AB. Prior to this, Kai Wärn was active in international product operations in the ABB group, of which ten years stationed abroad. He is currently a member of the Employers’ Association of the Steel and Metal Industry. Kai Wärn holds a master’s degree in engineering from the Royal Swedish Institute of Technology.

The AGM resolved on fees to the Board of Directors, the Audit Committee, the Remuneration Committee and the auditors in accordance with the proposal of the Nominating Committee. The AGM also resolved on instructions for the Nominating Committee in accordance with the proposal of the Nominating Committee. The AGM furthermore resolved on principles for remuneration and other terms of employment of senior executives in accordance with the proposal of the Board of Directors.

The AGM resolved, in accordance with the proposal of the Board of Directors, that the shareholders shall receive a dividend of SEK 2.00 per share. The record date is 4 May 2010 and payment is expected to be made on 7 May 2010.

The AGM adopted the presented income statements and balance sheets and granted the members of the Board of Directors and the President discharge from liability for the financial year 2009.

In addition, the AGM resolved, in accordance with the proposal of the Board of Directors, on a redemption procedure including a share split, a reduction of the share capital for repayment to the shareholders through the cancellation of shares of class A and class B, and an increase in the share capital through a bonus issue. Each share in the company will be divided (through a share split) into two shares, of which one will be designated as a redemption share. Each redemption share will then be automatically redeemed for a redemption proceed of SEK 2.00 in cash, whereby a total of approximately SEK 177.9 million will be distributed to the shareholders. Euroclear Sweden AB’s record date for the share split is 18 May 2010. The final date for trading of the Sweco share including the right to receive redemption shares will thus be 12 May 2010.

The AGM also resolved, in accordance with the proposal of the Board of Directors, to reduce the share capital by an amount of not more than SEK 2,505,850 without repayment to the shareholders through the cancellation of not more than 2,505,850 class B shares. The shares to be cancelled are those that have been held in treasury by the Company for delivery to participants in previous share bonus programmes, but which are not required for that purpose.

The AGM resolved to authorise the Board of Directors, during the period before the next AGM, to decide on the repurchase of Sweco shares in a number equal to not more than 10 percent of all issued shares in the Company. The aim of the repurchase is to give the Board greater freedom action in working to optimise the Company’s capital structure. The repurchase will also create opportunities for the Company to use Sweco shares as consideration in connection with future acquisitions. The AGM furthermore resolved to authorise the Board of Directors, during the period before the next AGM, to decide on the transfer of Sweco shares. Such transfer of shares, with exclusion of the shareholders’ pre-emptive rights, may take place in connection with acquisitions. The reason for exclusion of the shareholders’ pre-emptive rights in connection with the transfer of shares is to finance future acquisitions in a cost-effective manner.

The AGM resolved to amend the Articles of Association so that no class C shares may exist or be issued and so that no deputy Board members may exist.

The statutory meeting of the Board decided to repurchase not more than 10 per cent of all issued shares in the Company, including shares already held in treasury by the Company. The repurchase will take place during the period from 29 April 2010 until the next AGM.

Sweco AB currently holds 3,064,923 class B treasury shares, of which not more than 2,500,000 class B shares may be awarded within the framework of Sweco’s 2009 share bonus programme.

Attached information

Anna Elisabeth Olsson

Head of Press and Public Affairs