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Resolutions at Sweco AB’s extraordinary general meeting held on 24 August 2015

August 24, 2015 | Press release

The extraordinary general meeting in Sweco AB held today resolved in accordance with all of the Board of Directors’ proposals presented at the meeting.

Resolutions with respect to the proposed combination with Grontmij N.V. (Grontmij)

The general meeting resolved to authorize the Board of Directors to resolve, on one or several occasions, to issue new shares of series B as share consideration in the public offer to the shareholders of Grontmij, or as merger consideration in the potential following merger with Grontmij. It is expected that the share issuances made under the authorization will not exceed 17 million new shares of series B.

Furthermore, the general meeting resolved to approve the merger terms which were adopted by the Board of Directors of Sweco and Grontmij on 30 June 2015 regarding a merger between Sweco and Grontmij with Sweco as the surviving entity. The merger is an alternative to compulsive redemption (squeeze-out) and shall only be executed provided satisfaction of certain conditions, such as Sweco reaching an acceptance level in the public offer of at least 80% but less than 95% of all issued shares in Grontmij. Provided that the merger is executed, Grontmij will be dissolved and its assets and liabilities transferred to Sweco, through the final registration of the merger by the Swedish Companies Registration Office.

The general meeting also resolved to authorize the Board of Directors to, for the period until the next annual general meeting, resolve on a new issue of shares of series A and series B with preferential rights for the existing shareholders with the purpose of using the proceeds of such rights issue to repay, in whole or in part, Sweco’s bank loan which was taken in connection to the combination with Grontmij. Under the authorization, the Board of Directors shall have the right to resolve on a rights issue with total proceeds of an amount that, at the time of exercising the authorization, equals up to MEUR 140. The record date for being entitled to receive subscription rights, the subscription period and the subscription price will be determined by the Board of Directors when utilizing this authorization.

Sale of shares in HYDROCOOP, spol. s r.o.

The general meeting approved a sale of all of Sweco’s shares in the indirectly owned Slovakian subsidiary HYDROCOOP, spol. s r.o. (HYDROCOOP), corresponding to 80% of all outstanding shares in HYDROCOOP. The resolution involves a transfer of shares to certain key employees in HYDROCOOP who also are the minority shareholders in the company, for a total purchase price of EUR 5.

Attached information

Anna Elisabeth Olsson

Head of Press and Public Affairs