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Annual General Meeting of SWECO on 26 April 2007

April 26, 2007 | Press release

The Annual General Meeting of SWECO AB on 26 April 2007 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 six regular members with no deputies. Eric Douglas, Birgit Erngren Wohlin, Anders Frick, Aina Nilsson Ström, Mats Wäppling and Olle Nordström were re-elected. Olle Nordström was appointed as Board Chairman.

Nominating Committee
The AGM resolved on instructions for the Nominating Committee ahead of the 2008 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, 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, shall be made public not later than six months before the 2008 AGM and shall be based on the known number of votes immediately prior to announcement.

Dividend
The AGM resolved, in accordance with the proposal of the Board of Directors and the Managing Director, that the shareholders shall receive a dividend of SEK 7.50 per share. The record date is 2 May 2007 and payment is expected to be made on 7 May 2007.

Repurchase of SWECO shares
The AGM authorised the Board, during the period before the next annual 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 the Stockholm Stock Exchange 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 will also create opportunities for the Company to use SWECO shares as consideration in connection with future acquisitions.

Resale of SWECO shares
The AGM also authorised the Board, during the period before the next AGM, to decide on the resale of SWECO shares essentially according to the following conditions. The right to resell 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 resale of shares, with exclusion of the shareholders’ pre-emptive rights, may take place in connection with acquisitions. Consideration for the resold 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 resale of shares is to finance future acquisitions in a cost-effective manner. The resale of shares may also take place on the Stockholm Stock Exchange within the registered share price interval at any given time. The aim of the proposed authorisation for the resale of shares on the Stockholm Stock Exchange is to give the Board greater freedom action in working to optimise the Company’s capital structure. The resale of shares on the Stockholm Stock Exchange can be effected with greater speed, flexibility and cost-efficiency than a resale to all shareholders.

Redemption procedure, etc.
The AGM resolved, in accordance with the proposal of the Board, to carry out a redemption procedure, including amendments to the Articles of Association, a share split, a reduction in the share capital through retirement of shares and increase in the share capital through a bonus issue. The decision essentially entails the following:
Each share will be split into ten shares (10-for-1 split) of which five shares will be designated as redemption shares and will be redeemed for a cash price of SEK 8.50. The number of shares of each class as stated in the Articles of Association has been adjusted. The date for VPC’s (Nordic Central Securities Depository) execution of the share split is 10 May 2007. The final date for trading of the SWECO share including the right to receive redemption shares will thus be 7 May 2007.

The Company’s share capital will be reduced by SEK 43,207,175 (the reduction amount) through the retirement of 9,389,075 class A shares, 76,025,275 class B shares and 1,000,000 class C shares, each with a quota value of SEK 0.50 (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 every five redemption shares of class A or class B, a cash price of SEK 8.50 will be paid (i.e. SEK 1.70 per share, of which SEK 1.20 in excess of the quota value). However, no redemption price shall be paid for any retired redemption shares of class A or class B that are held by the Company. The retirement of all redemption shares of class C shall be carried out without repayment for allocation to a reserve to be used according to

the decision of the AGM. The maximum redemption amount will thus be SEK 145,204,395.
The Company’s share capital will increased by a sum of SEK 43,207,175 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 Board meeting following the AGM elected Eric Douglas as Deputy 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 AGM, the Board decided to repurchase a total of not more than 5 per cent of all issued shares in the Company.

The repurchase will be carried out on the Stockholm Stock Exchange within the registered share price interval at any given time.

The repurchase will take place during the period from 26 April 2007 until the next AGM.
SWECO AB currently holds 232,600 class B shares. Furthermore, SWECO AB holds 200,000 class C shares that will be converted to B shares and used in SWECO’s share bonus programme.

Attached information

Anna Elisabeth Olsson

Head of Press and Public Affairs