Annual General Meeting of Sweco AB on 16 April 2009

Annual General Meeting of Sweco AB on 16 April 2009

The Annual General Meeting (“AGM”) of Sweco AB on 16 April 2009 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 seven regular members elected by
the Annual General Meeting and that no deputies shall be appointed. Gunnel
Duveblad, Øystein Løseth, Aina Nilsson Ström, Mats Wäppling and Olle Nordström 
were re-elected, while Anders G. Carlberg and Pernilla Ström were elected as new
members. Olle Nordström was re-elected as Board Chairman. 

Anders G. Carlberg is former President of Axel Johnsson International AB, Atle
Förvaltning AB, Nobel Industries Sweden AB and J S Saba AB. He is currently a
board member of Axel Johnson AB, Mekonomen AB, Svenskt Stål AB, Sapa AB, Säki AB
and Beijer-Alma AB. Pernilla Ström currently runs a business active in macro
analysis, business development and seminar workshops, among other things. She
has previously experience as an EU commission member for the Ministry of
Finance, an editorial writer for Dagens Nyheter, a macroeconomist at Öhman
Fondkommission and as President of Blockbid. She is currently a board member of
Bonnier AB, Uniflex AB, Kappahl AB, HQ Bank AB, and others. 

Nominating Committee
The AGM resolved on instructions for the Nominating Committee ahead of the 2010
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, together
with the Chairman provided that 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 2010 AGM and shall be based on the known number of votes immediately
prior to announcement.

Fees
The AGM resolved in favour of the Nominating Committee's adjusted proposal
regarding fees for work on the Board and its committees in a total amount of SEK
1,465,000.

Dividend
The AGM resolved, in accordance with the proposal of the Board of Directors and
the President, that the shareholders shall receive a dividend of SEK 2.00 per
share. The record date is 21 April 2009 and payment is expected to be made on 24
April 2009.

Repurchase of treasury shares
The AGM resolved to authorise the Board, during the period before the next 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 NASDAQ OMX Stockholm 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.

Transfer of treasury shares
The AGM also authorised the Board, during the period before the next AGM, to
decide on the transfer of treasury shares essentially according to the following
conditions. The right to transfer 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 transfer
of shares, with exclusion of the shareholders' pre-emptive rights, may take
place in connection with acquisitions. Consideration for the transferred 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 transfer of
shares is to finance future acquisitions in a cost-effective manner. 

Share Bonus Programme 
The AGM resolved, in accordance with the Board's proposal, on the implementation
of a 2009 Share Bonus Programme consisting of a maximum of 2,500,000 shares.
This decision included resolutions regarding implementation of the 2009 Share
Bonus Programme, the issue of class C shares, authorisation for the Board to
repurchase the issued class C shares, and the transfer of treasury shares for
the fulfilment of obligations under the 2009 Share Bonus Programme. The 2009
Share Bonus Programme is designed to relate to the Company's overall
profitability target and is intended to stimulate increased profitability and
growth. The share bonus programme shall cover the majority of the Group's
employees in Sweden, Norway, Denmark and Finland. 

The number of shares to be awarded to each individual employee shall be equal to
the earned bonus for the 2009 financial year divided by a base share price. The
base share price shall be equal to the average volume-weighted bid price for
Sweco AB's (publ) class B share during the period from 19 March to 27 March
2009, less an amount corresponding to the dividend per share for 2008 as
resolved on by the AGM. According to customary conditions, the base share price
shall be recalculated with respect to events that affect the value of the share,
such as a decision to carry out a share split, issue, redemption or other
similar procedure during the term of the programme. 

The bonus shall be based on the operating profit of the participating business
units, and shall be calculated as a percentage of operating profit over a
specific minimum level. The maximum amount of bonus may not exceed the
employee's monthly salary multiplied by 3.0. The award of shares - which is
essentially conditional on continuing employment in the Group - will take place
in the first half of 2010. 

The costs for the 2009 Share Bonus Programme to be recognised in the income
statement according to IFRS 2 are estimated at approximately SEK 100 million. In
addition, earnings will be charged with social security contributions related to
the market value of the awarded shares, which at a share price of SEK 40 each
are estimated at approximately SEK 24 million.

The issue of class C shares is part of the implementation of the 2009 Share
Bonus Programme and will consist of 2,500,000 class C shares at a subscription
price of SEK 1 each, equal to the share's quota value. The shares will be issued
for subscription by HQ Bankaktiebolag.

The AGM also resolved, in accordance with the Board's proposal, on the transfer
of an additional number of no more than 200,000 class B shares for fulfilment
the Company's obligation to deliver shares to participants in the 2008 Share
Bonus Programme. The Sweco Group's profit for 2008 was significantly higher than
anticipated by the Board and Executive Management at the time of the decision to
propose that the 2008 AGM resolve to approve the 2008 Share Bonus Programme, and
that 1,750,000 class B shares is not sufficient to secure the Company's
obligation to deliver class B shares to participants in the 2008 Share Bonus
Programme. The transfer of shares shall be made free of charge in the first half
of 2009.

Statutory meeting
At the statutory Board meeting following the AGM, the Board decided to re-elect
Aina Nilsson Ström and Olle Nordström and to elect Pernilla Ström as members of
the Remuneration Committee. Olle Nordström was appointed chairman of the
Remuneration Committee. As members of the Audit Committee, the Board decided to
re-elect Gunnel Duveblad and to elect Anders G. Carlberg and Øystein Løseth.
Gunnel Duveblad was appointed chairman of the Audit 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, including those already
held in treasury. The repurchase will be carried out on NASDAQ OMX Stockholm at
a price that is within the registered share price interval at any given time.
The repurchase will take place during the period from 16 April 2009 until the
next AGM. The aim of the repurchase is to optimise the Company's capital
structure and use the shares in connection with acquisitions.
Sweco AB currently holds 632,454 B class B treasury shares. Furthermore, Sweco
holds 1,725,413 class B treasury shares to be used within the framework of
Sweco's share bonus programme. 


For further information please contact:
Mats Wäppling, President and CEO of Sweco, +46 8-695 66 07,
mats.wappling@sweco.se
Bo Jansson, Chief Financial Director and Executive Vice President of Sweco, +46
8-695 66 06, bo.jansson@sweco.se



Sweco is a provider of international consulting engineering services with
combined expertise in engineering, environmental technology and architecture.
The Group has annual sales of approximately SEK 5.5 billion and 5,500 employees
in ten countries. The company has projects currently underway in some 80
countries worldwide. Sweco is listed on NASDAQ OMX Stockholm AB.

The information contained herein is subject to the disclosure requirements in
the Swedish Securities Exchange and Clearing Operations Act and/or the Financial
Instruments Trading Act. The information was submitted by Sweco for publication
at 6.20 p.m. on 16 April 2009.