Resolutions at Sweco AB’s annual general meeting and resolution on repurchase and transfer of treasury shares

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| Source: SWECO AB
The Annual General Meeting in Sweco AB on 16 April 2014 passed, among other
resolutions, resolutions on the following.

Board of Directors and dividend

The annual general meeting resolved, as proposed by the nominating committee,
that the Board of Directors shall comprise of seven Directors elected by the
general meeting and that no Deputy Directors shall be appointed. The annual
general meeting re-elected Anders G. Carlberg, Tomas Carlsson, Gunnel Duveblad,
Eva Lindqvist, Johan Nordström, Pernilla Ström and Carola Teir-Lehtinen.

Johan Nordström was newly elected as the Chairman of the Board of Directors.

It was decided to re-appoint the current auditors, PriceWaterhouseCoopers AB
with Lennart Danielsson as chief auditor, up until the conclusion of the annual
general meeting 2015.

The annual general meeting resolved on fees to the Board of Directors, the Audit
Committee, the Remuneration Committee and the auditors in accordance with the
proposal of the Nominating Committee. The annual general meeting also resolved
on instructions for the Nominating Committee in accordance with the proposal of
the Nominating Committee. The annual general meeting further resolved on
principles for remuneration and other terms of employment of senior executives
in accordance with the proposal of the Board of Directors.

The annual general meeting resolved, in accordance with the proposal of the
Board of Directors, that the shareholders shall receive a dividend of SEK 3.25
per share. The record date is 23 April 2014 and payment is expected to be made
on 28 April 2014.

The annual general meeting adopted the presented income statements and balance
sheets and granted the members of the Board of Directors and the Managing
Director discharge from liability for the financial year 2013.

The 2014 Share Bonus Scheme

The annual general meeting resolved, as proposed by the Board of Directors, to
implement the 2014 Share Bonus Scheme. The share bonus scheme covers employees
in Sweden and does not entail any amendment to the current bonus scheme, with
the exception that shares are allotted instead of cash payments. The resolution
comprised resolution on the implementation of the 2014 Share Bonus Scheme as
such, as well as several resolutions as a direct result thereof, that is
resolutions on the amendment of the articles of association, directed share
issue of class C shares, authorization for the Board of Directors to acquire the
newly issued class C shares, authorization for the Board of Directors to acquire
class B treasury shares, authorization for the Board of Directors to transfer
class B treasury shares and authorization for the Board of Directors to transfer
class B treasury shares to secure payment of social security contributions.

The scheme includes up to 1 200 000 class B shares in Sweco (of which not more
than 930 000 shares for delivery to the participants and not more than 270 000
shares to cover social security contribution costs). Of the 1 200 000 class B
shares, not more than 900 000 shares will be newly issued. The remaining shares
will be acquired via the stock exchange or, in the alternative, be covered by
treasury shares already held by the company. The share issue comprises 900 000
class C shares at the share issue price of SEK 1 per share, corresponding to the
nominal value of the share. The right to subscribe for the shares will be given
to a bank or financial institution agreed to in advance. The issue price is
based on the share’s quota value. The general meeting further resolved to
authorize the Board of Directors to, prior to the next annual general meeting,
repurchase the newly issued class C shares at the price of SEK 1 per share, in
total SEK 900 000, to repurchase up to 1 200 000 class B treasury shares to
ensure the company’s compliance with its obligations under the 2014 Share Bonus
Scheme; to transfer up to 930 000 class B treasury shares to employees within
the scope of the 2014 Share Bonus Scheme and to transfer up to 270 000 class B
shares to secure payment of social security contributions.

The resolution on the amendment of the articles of association was made as a
part of the 2014 Share Bonus Scheme. The main amendments include that a new
class of shares is introduced, class C shares, which entitle to 1/10 of one vote
but not to dividend, the implementation of a right to cancel shares, through
which the Board of Directors is authorized to resolve to decrease the company’s
share capital by redemption of class C shares, and implementation of a
conversion right, by which the Board of Directors may convert class C treasury
shares to class B shares.

The number of shares to which the employee is entitled, corresponds to the
earned bonus for the financial year 2014 divided by a base share price,
corresponding to the average purchase price weighted by volume for the class B
share during the period 24 March – 31 March 2014, less the amount corresponding
to the dividend per share resolved by the annual general meeting for 2013. The
base share price shall be re-calculated in generally accepted manners if events
have transpired that affect the share price, such as splits, bonus issues,
cancellation and similar during the duration of the scheme. The bonus per
employee is based on the operational results per employee of the included
business units. The maximum bonus per employee is three monthly salaries.
Allocation to the employees – which in principle presupposes that the employment
has not expired or been terminated – of shares will be made without
consideration during the first six months of 2015.

The 2014 Share Savings Scheme

Further, the annual general meeting resolved, as proposed by the Board of
Directors, to implement the 2014 Share Savings Scheme, comprising up to 155,000
class B shares in Sweco (whereof up to 123 000 shares for allocation to the
participants and up to 32 000 shares to cover costs related to social security
contributions), on the following main conditions. Up to 80 senior managers and
other key personnel will be offered to participate in the 2014 Share Savings
Scheme. The 2014 Share Savings Scheme corresponds to the share savings scheme
decided by the annual general meeting in 2011, 2012 and 2013. Participation in
the 2014 Share Savings Scheme requires the participants to acquire Class B
shares in Sweco (“Savings Shares”) with their own funds at market rates through
NASDAQ OMX Stockholm up to an amount corresponding to 5 to 10 percent of each
participant’s fixed annual salary for 2014. If a participant retains ownership
to the Savings Shares until the time of the announcement of the results for the
financial year 2017 and the participant is still employed by the Sweco group,
then each Savings Share entitles the participant to without consideration
receive one Class B share in Sweco (“Matching Share”) and – provided that
certain performance criteria regarding the total yield of the Sweco share set by
the Board of Directors are met – an additional one to four class B shares in
Sweco (“Performance Shares”). To enable the implementation of the 2014 Share
Savings Scheme, the annual general meeting resolved to authorize the Board of
Directors to, prior to the next annual general meeting, resolve to acquire up to
123,000 treasury class B shares on the stock exchange to secure delivery of the
Matching Shares and Performance Shares to the participants in the scheme, as
well as to authorize that the Board of Directors acquire and transfer up to
32,000 class B shares on the stock exchange to cover costs related to social
security contributions. The annual general meeting also resolved to approve the
transfer, without consideration, of up to 123,000 class B shares to the
participants of the 2014 Share Savings Scheme in the period during which they
are entitled to receive Matching and Performance Shares.

Transfer of treasury shares within the scope of the 2011 Share Savings Scheme

The annual general meeting further resolved to authorize the Board of Directors,
to resolve on the transfer of class B treasury shares over the stock exchange
within the scope of the 2011 Share Savings Scheme. The authorization may be used
at one or several occasions, however not longer than until the annual general
meeting in 2015 and comprise the number of class B shares required to cover
social security contributions under the 2011 Share Savings Scheme, however not
more than 13 946 shares.

Board resolutions on the repurchase and transfer of treasury shares

The Board of Directors resolved at the statutory board meeting, as authorized by
the annual general meeting, to repurchase up to 123,000 class B shares to secure
the delivery of the shares to the participants in the 2014 Share Savings Scheme,
and up to 32,000 class B treasury shares to cover the related costs for social
security contributions.

Furthermore, the Board of Directors resolved, as authorized by the annual
general meeting, to repurchase not more than 930 000 class B treasury shares to
secure the delivery of the shares to the participants of the 2014 Share Bonus
Scheme and not more than 270 000 class B treasury shares to cover the related
costs for social security contributions.

The Board of Directors also resolved, as authorized by the annual general
meeting, to transfer not more than 13 946 class B shares to cover social
security contribution costs for the 2011 Share Savings Scheme. Transfers will be
made from 8 May 2014 up until the next annual general meeting, having regard to
the restrictions set out by law.

Sweco currently holds 492 048 class B treasury shares, corresponding to 0.5 per
cent of the total outstanding number of shares and 0.3 per cent of the votes in
the company.
For more information contact:

Tomas Carlsson, President and CEO of Sweco, +46 8 695 66 60

Lisa Lagerwall, General Counsel at Sweco, +46 8 695 66 16

Johan Nordström, Sweco’s Board Chairman, +46 70 940 70 82

Åsa Barsness, Communications Director at Sweco, +46 8 695 66 40
Sweco is the Nordic region’s leading provider of services for sustainable
engineering and design. Together, our 9,000 engineers, architects and
environmental experts develop sustainable and value-creating solutions for
clients and society. Sweco is one of Europe’s ten largest consulting engineering
companies and conducts annual project exports to 80 countries worldwide. The
company has annual sales of approximately SEK 9 billion and is listed on Nasdaq
OMX Stockholm AB.

The information contained herein is subject to the disclosure requirements of
Sweco AB under the Swedish Securities Exchange and Clearing Operations Act
and/or the Financial Instruments Trading Act. The information was submitted for
publication on 16 April 2014, 6:10 p.m. CET.