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Annual General Meeting of SWECO on 20 April 2005

April 20, 2005 | Press release

The Annual General Meeting of SWECO AB on 20 April re-elected sitting Board members Maria Borelius, Eric Douglas, Birgit Erngren, Anders Frick, Olle Nordström, Wigon Thuresson as Mats Wäppling. The Board consists of seven regular members and no deputies.

Nomination committee
The Annual General Meeting decided to set up a nomination committee consisting of representatives for the three largest shareholders in the company: Gustaf Douglas, Lars Kritz and Olle Nordström. If an appointed committee member wishes to leave the committee before the next AGM, a replacement will be appointed by the Chairman of the nomination committee in consultation with the company’s major shareholders.

Dividend
The Annual General Meeting approved the proposed shareholder dividend of SEK 4.00 per share. The record date is 25 April and payment of dividends is expected to be carried out on 28 April.

Warrant programme
The Annual General Meeting decided in favour of the Board’s proposal to issue a warrant programme directed to some 50 senior executives and key staff in the SWECO Group, who will be offered the opportunity to purchase a combined total of no more than 350,000 warrants. Exercise of warrants for subscription to 350,000 new shares may be carried out during the period from 1 May 2008 to 31 October 2008 inclusive. The dilution effect on full exercise of the warrants is equal to around 2.0 per cent of the share capital and 1.0 per cent of the votes.

Share buy-back
The Annual General Meeting authorised the Board to buy back a maximum five per cent of all shares in the company during the period before the next Annual General Meeting. The shares are to be purchased on the Stockholm Stock Exchange at a price per share that is within the registered price interval at any given time. The aim of the buy-back is to optimise the company’s capital structure. The buy-back will also create opportunities to use SWECO shares as consideration in connection with future acquisitions. SWECO AB currently holds 192,600 of its own shares.

Transfer of SWECO shares
The Annual General Meeting also authorised the Board to resolve on the transfer of SWECO shares during the period before the next Annual General Meeting. Such transfers, with the waiver of preferential shareholder rights, may take place in connection with acquisitions in an amount corresponding to an appraised market value. The goal is to finance future acquisitions in a cost-effective manner.

Wigon Thuresson
SWECO’s CEO Wigon Thuresson sent the following message to the AGM through Board Chairman, Olle Nordström:
”As you may already know, for the past two weeks I have been unable to participate in activities at SWECO due to illness. I suffered a mild stroke, but am feeling well under the circumstances. I will successively resume my duties in the Group and am in continuous contact with the management team. I expect to be back on the job after a recovery period of around two months.”

Statutory meeting
At the statutory meeting following the Annual General Meeting, Olle Nordström was re-elected as Chairman of the Board and Anders Frick was re-elected as Vice Chairman. The Board also decided to re-elect Eric Douglas, Anders Frick and Olle Nordström as members of the remuneration committee.
With the authorisation of the Annual General Meeting, the Board also decided to buy back a maximum of five per cent of all shares in the company.

SWECO is the Nordic region’s leading consulting company with combined expertise in engineering, environmental technology and architecture. In 2004 SWECO had an annual turnover of around SEK 3.1 billion and 3,600 employees. The company has projects currently under way in some 45 countries worldwide. The SWECO share is quoted on the O list, Attract 40, of the Stockholm Stock Exchange.

For further information please contact:
Bo Jansson, Acting Managing Director of SWECO, +46 8-695 60 00
Fredrik Hedlund, Head of Corporate Communications, SWECO, +46 8-695 66 12,
+46 734-12 66 12

Attached information

Anna Elisabeth Olsson

Head of Press and Public Affairs