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


The Annual General Meeting in Sweco AB on 14 April 2016 passed, among other
resolutions, resolutions on the following:

Board of Directors and dividend

The annual general meeting resolved, as proposed by the nomination committee,
that the Board of Directors shall comprise of eight 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,
Johan Hjertonsson, Eva Lindqvist, Johan Nordström and Carola Teir-Lehtinen, and
elected Christine Wolff.

Johan Nordström was re-elected as the Chairman of the Board of Directors.

It was decided to re-appoint the current auditors, PriceWaterhouseCoopers AB
with Michael Bengtsson as chief auditor, up until the conclusion of the annual
general meeting 2017.

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 Nomination Committee. The annual general meeting also resolved
on instructions for the Nomination Committee in accordance with the proposal of
the Nomination Committee. The annual general meeting further resolved on
principles for salary and other remuneration to 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 3.50
per share. The record date is 18 April 2016 and payment is expected to be made
on 21 April 2016.

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 2015.

The 2016 Share Bonus Scheme

The annual general meeting resolved, as proposed by the Board of Directors, to
implement the 2016 Share Bonus Scheme. The share bonus scheme covers employees
in Sweden on the principally same conditions that applied under 2014 and 2015
Share Bonus Scheme and means that shares are allotted instead of cash bonus. The
resolution comprised resolution on the implementation of the 2016 Share Bonus
Scheme as such, as well as several resolutions as a direct result thereof, that
is resolutions on a 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 for completion of
the undertakings under the 2016 Share Bonus Scheme 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 1,500,000 class B shares in Sweco (of which not more
than              1,125,000 shares for delivery to the participants and not more
than 375,000 shares to cover social security contribution costs). Of the
1,500,000 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. With deviation from the
shareholders’ preferential rights, 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 1,500,000 class B treasury shares to
ensure the company’s compliance with its obligations under the 2016 Share Bonus
Scheme; to transfer up to                1,125,000 class B treasury shares to
employees within the scope of the 2016 Share Bonus Scheme and to transfer up to
375,000 class B shares to secure payment of social security contributions.

The number of shares to which the employee is entitled, corresponds to the
earned bonus for the financial year 2016 divided by a base share price,
corresponding to the average purchase price weighted by volume for the class B
share during the period 21 March 2016 – 28 March 2016, less the amount
corresponding to the dividend per share resolved by the annual general meeting
for 2015. 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 term 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 2017.

The 2016 Share Savings Scheme

Further, the annual general meeting resolved, as proposed by the Board of
Directors, to implement the 2016 Share Savings Scheme, comprising up to 259,000
class B shares in Sweco (whereof up to 205,000 shares for allocation to the
participants and up to 54,000 shares to cover costs related to social security
contributions), on the following main conditions.

Up to 100 senior executives and other key personnel will be offered to
participate in the 2016 Share Savings Scheme. The 2016 Share Savings Scheme
principally corresponds to the share savings scheme decided by the annual
general meetings in 2011-2015. Participation in the 2016 Share Savings Scheme
requires the participants to acquire Class B shares in Sweco (“Savings Shares”)
with their own funds at market rates through Nasdaq Stockholm up to an amount
corresponding to 5 to 10 percent of each participant’s fixed annual salary for
2016. If a participant retains ownership to the Savings Shares until the time of
the announcement of the results for the financial year 2019 and the participant
remains employed on the same, equivalent or higher position in 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 2016 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 205,000 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 54,000 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 205,000 class B shares to the participants of the 2016
Share Savings Scheme in the period during which they are entitled to receive
Matching and Performance Shares.

Transfer of treasury shares to secure payment of social security contributions
related to Share Bonus Scheme 2015

The annual general meeting resolved to renew the authorization for the Board of
Directors, to resolve on the transfer of class B treasury shares over Nasdaq
Stockholm to secure payment of social security contributions within the scope of
the 2015 Share Bonus Scheme, however not more than 290,000 shares. Transfer of
shares may also be made outside Nasdaq Stockholm to a bank or financial
institution, in deviation from the existing shareholders’ right of first
refusal. Such transfer may be made at a price corresponding to the registered
price range at the stock exchange, with such deviation on market terms that the
Board of Directors finds reasonable. The authorization may be used on one or
more occasions, however no later than prior to the 2017 annual general meeting.

Transfer of treasury shares within the scope of the 2013 Share Savings Scheme

The annual general meeting resolved to authorize the Board of Directors, to
resolve on the transfer of class B treasury shares over Nasdaq Stockholm within
the scope of the 2013 Share Savings Scheme. The authorization may be used at one
or several occasions, however not longer than until the annual general meeting
in 2017 and comprise the number of class B shares required to cover social
security contributions under the 2013 Share Savings Scheme, however not more
than 13,289 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 205,000 class B shares to secure
the delivery of the shares to the participants in the 2016 Share Savings Scheme,
and up to 54,000 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 1,125,000 class B treasury shares
to secure the delivery of the shares to the participants of the 2016 Share Bonus
Scheme and not more than 375,000 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 13,289 class B shares to cover social
security contribution costs for the 2013 Share Savings Scheme. The Board of
Directors also resolved, as authorized by the annual general meeting, to
transfer not more than 290,000 class B shares to cover social security
contribution costs for the 2015 Share Bonus Scheme. Transfers will be made from
12 May 2016 up until the next annual general meeting, having regard to the
restrictions set out by law.

Sweco currently holds 1,609,694 treasury shares of which 709,694 are class B
shares and 900 000 class C shares, all together corresponding to 1.3 per cent of
the total outstanding number of shares and 0.7 per cent of the votes in the
company.
For further information please contact:

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

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

Johan Nordström, Chairman of the Board, +46 70 940 70 82

Åsa Barsness, Communications Director, +46 8 695 66 40
Sweco plans and designs the communities and cities of the future. Our work
produces sustainable buildings, efficient infrastructure and access to
electricity and clean water. With 14,500 employees in Europe, we offer our
customers the right expertise for every situation. We carry out projects in 70
countries annually throughout the world. Sweco is Europe’s leading engineering
and architecture consultancy, with sales of approximately SEK 16.0 billion (EUR
1.7 billion) (pro forma 2015). The company is listed on Nasdaq Stockholm.

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 14 April 2016, 5:50 p.m. CET.

Attachments

04146716.pdf