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Annual General Meeting of Sweco AB on 16 April 2009

April 16, 2009 | Press release

The Annual General Meeting (“AGM”) of Sweco AB on 16 April 2009 passed resolutions according to the following.

Board of Directors
The AGM resolved, in accordance with the proposal of the Nominating Committee, that the Board of Directors shall consist of seven regular members elected by the Annual General Meeting and that no deputies shall be appointed. Gunnel Duveblad, Øystein Løseth, Aina Nilsson Ström, Mats Wäppling and Olle Nordström were re-elected, while Anders G. Carlberg and Pernilla Ström were elected as new members. Olle Nordström was re-elected as Board Chairman.

Anders G. Carlberg is former President of Axel Johnsson International AB, Atle Förvaltning AB, Nobel Industries Sweden AB and J S Saba AB. He is currently a board member of Axel Johnson AB, Mekonomen AB, Svenskt Stål AB, Sapa AB, Säki AB and Beijer-Alma AB. Pernilla Ström currently runs a business active in macro analysis, business development and seminar workshops, among other things. She has previously experience as an EU commission member for the Ministry of Finance, an editorial writer for Dagens Nyheter, a macroeconomist at Öhman Fondkommission and as President of Blockbid. She is currently a board member of Bonnier AB, Uniflex AB, Kappahl AB, HQ Bank AB, and others.

Nominating Committee
The AGM resolved on instructions for the Nominating Committee ahead of the 2010 AGM. Among other things, these instructions state that the Board Chairman shall convene a Nominating Committee consisting of one representative for each of largest shareholders in the Company, at least three and at most four, together with the Chairman provided that he/she is not a member in the capacity of shareholder representative. The names of the members, together with the names of the shareholders they represent, shall be made public not later than six months before the 2010 AGM and shall be based on the known number of votes immediately prior to announcement.

Fees
The AGM resolved in favour of the Nominating Committee’s adjusted proposal regarding fees for work on the Board and its committees in a total amount of SEK 1,465,000.

Dividend
The AGM resolved, in accordance with the proposal of the Board of Directors and the President, that the shareholders shall receive a dividend of SEK 2.00 per share. The record date is 21 April 2009 and payment is expected to be made on 24 April 2009.

Repurchase of treasury shares
The AGM resolved to authorise the Board, during the period before the next AGM, to decide on the repurchase of SWECO shares essentially according to the following conditions. The number of repurchased class A and/or B shares may not exceed 5 per cent of all issued shares in the Company at any given time. The repurchase shall be carried out on NASDAQ OMX Stockholm within the registered share price interval at any given time. The aim of the proposed repurchase authorisation is to give the Board greater freedom action in working to optimise the Company’s capital structure. The repurchase also creates opportunities for the Company to use Sweco shares as consideration in connection with future acquisitions.

Transfer of treasury shares
The AGM also authorised the Board, during the period before the next AGM, to decide on the transfer of treasury shares essentially according to the following conditions. The right to transfer shares shall apply to all Sweco class A and/or B shares held by the Company at the time of the Board’s decision. Such transfer of shares, with exclusion of the shareholders’ pre-emptive rights, may take place in connection with acquisitions. Consideration for the transferred shares shall correspond to an appraised market value and shall be payable in cash, in the form of capital contributed in kind or through set-off of claims against the Company or otherwise according to specific conditions. 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.

Share Bonus Programme
The AGM resolved, in accordance with the Board’s proposal, on the implementation of a 2009 Share Bonus Programme consisting of a maximum of 2,500,000 shares. This decision included resolutions regarding implementation of the 2009 Share Bonus Programme, the issue of class C shares, authorisation for the Board to repurchase the issued class C shares, and the transfer of treasury shares for the fulfilment of obligations under the 2009 Share Bonus Programme. The 2009 Share Bonus Programme is designed to relate to the Company’s overall profitability target and is intended to stimulate increased profitability and growth. The share bonus programme shall cover the majority of the Group’s employees in Sweden, Norway, Denmark and Finland.

The number of shares to be awarded to each individual employee shall be equal to the earned bonus for the 2009 financial year divided by a base share price. The base share price shall be equal to the average volume-weighted bid price for Sweco AB’s (publ) class B share during the period from 19 March to 27 March 2009, less an amount corresponding to the dividend per share for 2008 as resolved on by the AGM. According to customary conditions, the base share price shall be recalculated with respect to events that affect the value of the share, such as a decision to carry out a share split, issue, redemption or other similar procedure during the term of the programme.

The bonus shall be based on the operating profit of the participating business units, and shall be calculated as a percentage of operating profit over a specific minimum level. The maximum amount of bonus may not exceed the employee’s monthly salary multiplied by 3.0. The award of shares – which is essentially conditional on continuing employment in the Group – will take place in the first half of 2010.

The costs for the 2009 Share Bonus Programme to be recognised in the income statement according to IFRS 2 are estimated at approximately SEK 100 million. In addition, earnings will be charged with social security contributions related to the market value of the awarded shares, which at a share price of SEK 40 each are estimated at approximately SEK 24 million.

The issue of class C shares is part of the implementation of the 2009 Share Bonus Programme and will consist of 2,500,000 class C shares at a subscription price of SEK 1 each, equal to the share’s quota value. The shares will be issued for subscription by HQ Bankaktiebolag.

The AGM also resolved, in accordance with the Board’s proposal, on the transfer of an additional number of no more than 200,000 class B shares for fulfilment the Company’s obligation to deliver shares to participants in the 2008 Share Bonus Programme. The Sweco Group’s profit for 2008 was significantly higher than anticipated by the Board and Executive Management at the time of the decision to propose that the 2008 AGM resolve to approve the 2008 Share Bonus Programme, and that 1,750,000 class B shares is not sufficient to secure the Company’s obligation to deliver class B shares to participants in the 2008 Share Bonus Programme. The transfer of shares shall be made free of charge in the first half of 2009.

Statutory meeting
At the statutory Board meeting following the AGM, the Board decided to re-elect Aina Nilsson Ström and Olle Nordström and to elect Pernilla Ström as members of the Remuneration Committee. Olle Nordström was appointed chairman of the Remuneration Committee. As members of the Audit Committee, the Board decided to re-elect Gunnel Duveblad and to elect Anders G. Carlberg and Øystein Løseth. Gunnel Duveblad was appointed chairman of the Audit Committee. With the authorisation of the AGM, the Board decided to repurchase a total of not more than 5 per cent of all issued shares in the Company, including those already held in treasury. The repurchase will be carried out on NASDAQ OMX Stockholm at a price that is within the registered share price interval at any given time. The repurchase will take place during the period from 16 April 2009 until the next AGM. The aim of the repurchase is to optimise the Company’s capital structure and use the shares in connection with acquisitions.

Sweco AB currently holds 632,454 B class B treasury shares. Furthermore, Sweco holds 1,725,413 class B treasury shares to be used within the framework of Sweco’s share bonus programme.

Attached information

Anna Elisabeth Olsson

Head of Press and Public Affairs