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Annual General Meeting of SWECO on 24 April 2006

April 24, 2006 | Press release

The Annual General Meeting of SWECO on 24 April resolved in favour of the Nomination Committee’s proposal that the Board consist of eight regular members, with no deputies. Maria Borelius, Eric Douglas, Birgit Erngren, Anders Frick, Wigon Thuresson, Mats Wäppling and Olle Nordström were re-elected and Aina Nilsson Ström was elected as a new member of the Board. Olle Nordström was appointed as Board Chairman.

Nomination Committee
The AGM resolved on new instructions for the Nomination Committee ahead of the 2007 AGM. Among other things, the resolution means that the Board Chairman is authorised to convene a Nomination Committee consisting of one representative for each of the largest owners, at least three and no more than four, and the Chairman if 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, will be published at the latest six months before the 2007 AGM and will be based on the known number of votes immediately prior to publication.

Dividend
The AGM resolved in favour of the proposal of the Board and Managing Director that the shareholders receive a dividend of SEK 5.50 per share. The record date 27 April and payment is expected to be made on 3 May.

Amendment of the Articles of Association
The AGM resolved in favour of the Board’s proposal for amendments to the Articles of Association principally in order to adapt the Articles of Association to the requirements in the new Swedish Companies Act and in respect of the redemption procedure.

Buy-back of SWECO shares
The AGM authorised the Board, during the period before the next Annual General Meeting, to repurchase a maximum of five per cent of all shares in the Company. The buy-back shall be carried out on the Stockholm Stock Exchange within the registered share price interval at any given time. The aim of the buy-back is to optimise the Company’s capital structure and create opportunities to use SWECO shares as consideration in connection with future acquisitions. SWECO AB currently holds 192,600 own (treasury) shares.

Transfer of SWECO shares
The AGM also authorised the Board, during the period before the next Annual General Meeting, to decide on the transfer of SWECO shares. Such transfers, with waiver of the shareholders’ preferential rights, may take place in connection with acquisitions, in exchange for consideration corresponding to an appraised market value. The motive for the transfer is to finance future acquisitions in a cost-effective manner.

Redemption procedure, etc.
The AGM resolved in favour of the Board’s proposal regarding a redemption procedure, including a share split, a reduction of the share capital through retirement of shares, and an increase of the share capital through a bonus issue. The decision essentially entails the following:

Each of the Company’s shares will be split into two shares (2-for-1 split), of which one will be designated as the redemption share. VPC AB’s (the Swedish Central Securities Depository) record date for completion of the share split will be 8 May 2006. The final date for trading of the SWECO share including the right to receive redemption shares will be 3 May 2006.

The share capital will be reduced by SEK 42,707,175 through the retirement of 1,877,815 class A shares and 15,205,055 class B shares (following the share split). The shares to be retired are those shares which after the share split according to the above are designated as redemption shares. For each redeemed share, a cash price of SEK 10 will be paid. However, no redemption price will be paid for treasury shares. The maximum redemption amount will thus be SEK 170,828,700.

The Company’s share capital will be increased by a sum of SEK 42,707,175 through a bonus issue. The amount by which the share capital is to be increased shall be transferred to the share capital from non-restricted equity. No new shares will be issued in connection with the bonus issue.

Statutory meeting
The statutory meeting following the AGM appointed Anders Frick as Deputy Chairman of the Board. 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 AGM, the Board decided to repurchase a maximum of five per cent of all shares in the Company.

Attached information

Anna Elisabeth Olsson

Head of Press and Public Affairs