SWECO AB (publ) NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of SWECO AB (publ) will be held on
Thursday, 26 April 2007, 4:00 p.m., in the Pillar Hall room at City Conference
Centre, Barnhusgatan 7B, in Stockholm
NOTIFICATION
Shareholders who wish to participate in the Meeting must be entered in their own
name in the register of shareholders maintained by VPC AB (the Nordic Central
Securities Depository) no later than Friday, 20 April 2007, and must have
informed the Company of their intention to participate no later than12:00 p.m.
on Friday, 20 April 2007 by mail to SWECO AB, Att: Ellinor Alvehed, Box 34044,
SE-100 26 Stockholm. Notification may also be made by telephone +46 8-695 66 01
or by e-mail to ellinor.alvehed@sweco.se. The notification should include name,
address, telephone number, personal identity number and registered holding.
Furthermore, shareholders should notify the company if they wish to be
accompanied by an assistant. Registered participants will be mailed an admission
card which is to be presented at the entrance to the Meeting premises.
NOMINEE SHARES
Shareholders whose shares are registered in the name of a nominee through the
trust department of a bank or a securities broker must temporarily re-register
the shares in their own names in order to exercise their voting rights at the
Meeting. Such re-registration should be requested from the nominee well in
advance of 20 April 2007.
FORM OF PROXY
Shareholders who are represented by a proxy must submit a form of proxy together
with their notification. Proxies representing a legal entity must attach a
certificate of registration or corresponding proof of authorisation to sign for
the shareholder.
PROPOSED AGENDA
The following items of business will be taken up at the Meeting, which will be
opened by the Board Chairman:
1. Election of a Chairman to preside over the Meeting
2. Announcement of Secretary of the Meeting
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to check and sign the Minutes
6. Decision as to whether the Meeting has been duly convened
7. Managing Director's address
8. Presentation of the annual report and the audit report, as well as the
consolidated financial statements and the consolidated audit report for
2006
9. Resolutions regarding
Adoption of the income statements and balance sheets of the Parent Company and
the Group
Appropriation of the Company's profits according to the adopted balance sheet
and approval of the record date for payment of dividends
Discharge from liability for the members of the Board of Directors and the
Managing Director
10. Determination of fees to be paid to the Board of Directors, Auditor and
members of the Remuneration Committee
11. Decision regarding the number of Board members and deputy Board members to
be elected by the Annual General Meeting
12. Election of the Board Chairman and other Board members
13. Proposed resolution regarding election of the Nominating Committee
14. Proposed resolution regarding authorisation for the Board to decide on the
repurchase of treasury shares
15. Proposed resolution regarding authorisation for the Board to decide on the
resale of treasury shares
16. Proposed resolution regarding a redemption procedure including amendment of
the Articles of Association, a share split, reduction of the share capital
through retirement of shares and increase in the share capital through a bonus
issue
17. Proposed resolution regarding principles for remuneration and other terms
employment of senior executives
18. Adjournment of the Meeting
RESOLUTIONS TO THE ANNUAL GENERAL MEETING
Item 1 Election of Chairman of the Meeting
The Nominating Committee, currently comprising Gustaf Douglas (Investment AB
Latour), Lars Kritz (J. Gust. Richert Memorial Fund) and Olle Nordström (Skirner
Förvaltning AB) and representing more than 70 per cent of the votes and more
than 53 per cent of the share capital in the Company, proposes that Olle
Nordström be appointed as Chairman of the Meeting.
Item 9b Dividend and record date
The Board of Directors and the Managing Director propose that the shareholders
receive a dividend of SEK 7.50 per share and that Wednesday, 2 May 2007, be the
record date for payment of dividends. If the Meeting decides in favour of the
proposal, dividends are expected to be disbursed by VPC AB on Monday, 7 May
2007.
Item 10 Fees to the Board of Directors, Auditors and Remuneration Committee
The Nominating Committee proposes that directors' fees be paid in an amount of
SEK 300,000 (SEK 250,000 in 2006) to the Chairman, SEK 225,000 (SEK 190,000 in
2006) to the Deputy Chairman and SEK 150,000 (125,000 in 2006) to each of the
other independent Board members elected by the Annual General Meeting. It is
proposed that auditors' fees be paid according to approved account.
Furthermore, the Nominating Committee proposes that fees to the Remuneration
Committee be paid in an unchanged amount of SEK 40,000 to the Chairman and SEK
20,000 each committee member not employed by the Company.
Item 11 Number of Board members and deputies
The Nominating Committee proposes that the Board consist of six members elected
by the Annual General Meeting and that no deputies be appointed.
Item 12 Election of the Board Chairman and other Board members
The Nominating Committee proposes re-election of the following members: Olle
Nordström, Eric Douglas, Birgit Erngren Wohlin, Anders Frick, Aina Nilsson Ström
and Mats Wäppling.
The Nominating Committee proposes election of Olle Nordström as Board Chairman.
Item 13 Nominating Committee
The Nominating Committee proposes instructions for the Nominating Committee
essentially according to the following. 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. If a
shareholder does not exercise its right to appoint a member, the shareholder
next in order of voting power shall have the right to appoint a member to the
Nominating Committee. 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 Annual General Meeting and shall be based on the known number of
votes immediately prior to announcement. The mandate period of the Nominating
Committee shall extend until such time as the new Nominating Committee has been
appointment. The Chairman of the Nominating Committee shall be the Board
Chairman.
In the event of a significant change in the Company's ownership structure after
the appointment of the Nominating Committee, the composition of the Nominating
Committee shall also be changed in accordance with the above principles. A
shareholder that has appointed a member to the Nominating Committee shall have
the right to remove such member and appoint a new member to the Nominating
Committee, and shall also have the right to appoint a new representative if the
member appointed by the shareholder should choose to leave Nominating Committee.
Changes in the composition of the Nominating Committee shall be announced
immediately.
The Nominating Committee shall prepare proposals on the following matters to be
put before the 2008 Annual General Meeting for decision:
(a) nomination of a Chairman of the AGM
(b) nomination of Board members
(c) nomination of a Board Chairman
(d) recommendation of director's fees
(e) recommendation of auditor's fees
(f) recommendation for decision on the Nominating Committee
In all other respects, the Nominating Committee shall perform those duties which
are stated in the Swedish Code of Corporate Governance as being the
responsibility of the Nominating Committee and, as needed, shall have the right
to charge the Company for reasonable costs, such as fees for external
consultants, deemed necessary by the Nominating Committee for the performance of
its duties.
Item 14 Proposed resolution regarding authorisation for the Board to decide on
the repurchase of SWECO shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board, during the period before the next annual general meeting, 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%
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 also creates opportunities for the Company to
use SWECO shares as consideration in connection with future acquisitions.
Item 15 Proposed resolution regarding authorisation for the Board to decide on
the resale of SWECO shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board, during the period before the next Annual General Meeting, 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.
For valid decision of the Board's proposed resolutions according to items 14 and
15, these must be supported by shareholders representing at least two thirds of
both the number of votes exercised and the number of votes represented at the
Meeting.
Item 16 Redemption procedure including amendment of 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 Board of Directors proposes that the Annual General Meeting resolve on a
redemption procedure, according to which each share will be split into ten
shares (10-for-1 split) of which five shares will be redeemed for a cash price
of SEK 8.50, whereby a combined total of SEK 145,204,395 will be distributed to
the shareholders. The proposal is conditional on adoption of an amendment to the
Articles of Association. Furthermore, the Board proposes that a bonus issue be
carried out through the transfer of a sum of SEK 43,207,175 from non-restricted
equity to the share capital. For this purpose, the Board proposes that the
Annual General Meeting decide in favour of the proposals below.
Amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolve that §
4, paragraph five be amended to state: ”Both class A and class B shares may be
issued in a maximum number of not more than two hundred million (200,000,000).
Class C shares may be issued in a maximum number of not more than twenty million
(20,000,000).”
Share split
The Board of Directors proposes that the Company's shares be split so that each
share is divided into ten shares (of the same class), of which five shall be
designated as redemption shares. The proposed date for completion of the share
split by VPC is 10 May 2007.
Reduction of the share capital through retirement of shares
The Board of Directors proposes that the Company's share capital 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. The record date for
entitlement to receive redemption shares shall be the same date as the proposed
date for completion of the share split as described above, on 10 May 2007. 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 Annual
General Meeting. The maximum redemption amount will thus be SEK 145,204,395.
Bonus issue
The Board of Directors proposes that that the share capital be 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 share
capital increase.
For valid adoption of the Board's proposed resolution according to item 16, it
must be supported by shareholders representing at least two thirds of both the
number of votes exercised and the number of votes represented at the Meeting.
The same applies within each class of shares represented at the Meeting.
Item 17 Proposed resolution regarding principles for remuneration and other
terms of employment for senior executives
The Board of Directors proposes that Annual General Meeting adopt the principles
for remuneration of senior executives in the SWECO Group essentially according
to the following.
Remuneration Committee
The Board of Directors appoints a Remuneration Committee whose task is to
address matters related to terms of employment, pension benefits and bonus
systems for senior executives. The Remuneration Committee shall also deal with
general terms of employment and remunerative matters affecting all employees in
the Company.
Senior executives
Senior executives include the Managing Director, the members of the Group
Management and all managers who report directly to the Managing Director.
Remuneration
The SWECO Group's aim is to offer a competitive and market-based level of
remuneration that makes it possible to recruit and retain qualified senior
executives. SWECO applies the “grandfather principle”, whereby each manager's
immediate superior shall be involved in drawing up and approving the manager's
terms of remuneration.
Remuneration to senior executives consists of basic salary, a variable salary
component, pension, other remuneration and share-based incentive schemes.
Remuneration shall be based on factors such as work duties, expertise,
experience, position and performance. Furthermore, the relationship between
basic and variable salary shall be proportionate to the responsibilities and
powers of the individual in question.
The maximum amount of variable salary for the Managing Director is 50 per centof basic salary and the maximum amount for other senior executives is 30 per
cent. The variable salary component is based on the attainment of individually
set targets. The targets for the Managing Director have been established by the
Board of Directors. For other senior executives, the targets are established by
the Managing Director in consultation with the Remuneration Committee.
Senior executives shall have premium-based pension plans with market-based
premiums. In Sweden, the pension premium shall correspond to that for the ITP
plan. All pension benefits shall be vested, and therefore not dependent on
future employment. The retirement age for the Managing Director is 65 years. For
other senior executives, the retirement age varies between 60 and 65 years of
age.
Senior executives in the SWECO Group may be offered various forms of incentive
schemes on market-based terms. The motive for share-based incentive schemes is
to achieve an increase and spread of share ownership/exposure among the senior
executives. A long-term personal share ownership commitment among key personnel
can be expected to stimulate greater interest in the Company's operations and
profit growth and to increase motivation and alignment with the Company's goals.
Decisions regarding share-based incentive schemes shall always be adopted by an
Annual General Meeting or Extraordinary General Meeting for decision.
Notice period and termination benefits
In the event of dismissal by the company, the Managing Director all receives
termination benefits equal to 18 monthly salaries.
In the event of his resignation, the Managing Director has a 6-month notice
period. A notice period of 18 months shall also apply if the Managing Director
resigns in the event of a change in circumstances whereby the Company's
principal owner is other than the two currently largest shareholders.
Between the Company and other senior executives, the term of notice is normally
12 months in the event of dismissal by the Company and 6 months in the event of
resignation by the executive.
The Board's complete proposals for decision, the annual report and other
documents required in accordance with the rules in the Swedish Companies Act can
be ordered from the Company - SWECO AB (publ), Gjörwellsgatan 22, SE-100 26
Stockholm, by calling +46 (0)8-695 60 00 - and via its website - www.sweco.se -
on or after 12 April 2007 and will be sent to those shareholders who so request
and who provide their mailing address. The documents can also be ordered by
calling 08-695 66 01.
Stockholm, March 2007
SWECO AB (publ)
Board of Directors
Web-based annual report
SWECO's web-based Annual Report for 2005 will be available for viewing or
downloading as of 26 March 2007, at: http://www.sweco.se/arsredovisningar
SWECO is the Nordic region's leading provider of consulting services with
combined expertise in engineering, environmental technology and architecture.
SWECO has around 4,200 employees in eight countries and recorded annual sales of
around SEK 3.9 billion in 2006. The company has projects currently underway in
some 75 countries worldwide. The SWECO share is quoted on the Stockholm Stock
Exchange.
SWECO AB (publ) NOTICE OF ANNUAL GENERAL MEETING
| Source: SWECO AB
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