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2014-05-05

ÅF AB: Report from ÅF's Annual General Meeting 2014

For further information
:

Viktor Svensson, Executive Vice President, Corporate Information
+46 70 657 20 26

On Monday, May 5, 2014, ÅF AB (publ)'s annual general meeting was held at the
ÅF Group's headquarters in Solna, Sweden.

Adoption of the Income Statement and the Balance Sheet

The meeting adopted the income statements and balance sheets for the Group and
the parent company for 2013. The members of the Board of Directors and the
President were discharged from liability for the fiscal year 2013.

Dividend

The proposed dividend of SEK 6.50 per share was approved by the AGM. The
record day for dividend was set to Thursday, May 8, 2014. Payment from
Euroclear Sweden AB is expected to take place on Tuesday, May 13, 2014.

Board of Directors

In accordance with the Nomination Committee's proposal, the AGM re-elected
Marika Fredriksson, Anders Narvinger, Björn O Nilsson, Maud Olofsson, Joakim
Rubin, Kristina Schauman and Anders Snell as members of the board and Staffan
Jufors was elected new member of the board. The AGM elected Anders Narvinger
as new chairman of the board.

Board of Directors' Fees

The meeting decided that the fees for Board work, including remuneration for
Committee work, during the period up until the next AGM to members of the
Board who are not employees within the ÅF Group shall total SEK 2 765 000.
The fees are to be distributed with SEK 600 000 to the Chairman of the Board
and SEK 260 000 to each of the other seven members of the Board. For the work
of the Audit Committee, it was decided on a fee of 90 000 SEK to the Chair
and 45 000 SEK to each of the other two members. For the work of the
Compensation Committee, it was decided on a fee of 75 000 SEK to the Chair
and 45 000 SEK to each of the other two members.

Auditor

Audit firm Ernst&Young AB, with Hamish Mabon as senior auditor in charge, was
elected as auditor of the company until the end of the Annual General Meeting
2015.

Principles for Remuneration to the Group Management Team

In accordance with the Board's proposal, the AGM adopted the principles
relating to salary and other remuneration for the CEO and other members of
the Group Management Team.

Performance-Related Share Programme

In accordance with the Board's proposal, the AGM adopted the
Performance-Related Share Programme 2014. The programme encompasses at most
250 000 shares of series B. Employees subscribing to the programme will be
able to save an amount equal to a maximum of 5% of their gross salary for the
purchase of shares of series B on the Nasdaq OMX Stockholm during a 12-month
period. If the purchased shares are retained by the employees for three years
from the date of the investment and the employees remain in employment with
the ÅF Group, they will be allocated an equal number of shares of series B,
free of charge. In addition to the regular match in accordance with the
above, the employees will also be offered performance matching shares
conditional on the earnings of the ÅF group.

The Board was authorised to, until the Annual General Meeting 2015, decide on
the acquisition and transfer of at most 250 000 own shares of series B on
Nasdaq OMX Stockholm at a price within the registered price interval at any
time. The authorisation is required for delivery of the shares to
participants in Performance-Related Share Programme 2014 and to secure the
ancillary costs. The mandate also extends to the right to acquire and
transfer the larger number of shares that results from a share split.

Authorisation for the Board to acquire and transfer own shares

The Board was authorised, for the period until the next annual general
meeting, to decide on the acquisition of own shares on Nasdaq OMX Stockholm
and acquisition in case of purchase offer(s) to the shareholders.

The Board was authorised to make further purchases/transfers of the company's
class B shares sales on one or more occasions before the 2015 Annual General
Meeting for the implementation of the Performance-Related Share Programmes
approved by the Annual General Meetings 2010, 2011 and 2013. Purchases may be
made only on the NASDAQ OMX Stockholm exchange and at a price within the
current registered price range on the purchase date. A maximum of 140,000
class B shares may be transferred to participants in the Performance-Related
Share Programmes for 2010-2013. In addition, the company shall have the right
to transfer on the NASDAQ OMX Stockholm exchange before the 2015 Annual
General Meeting a maximum of 50,000 shares from its holding in order to cover
certain expenditures for the programme, primarily social security
contributions. The mandate also extends to the right to acquire and transfer
the larger number of shares that results from a share split.

Authorisation for the Board to decide on new issue of shares

The Board was also, for the time until the next annual general meeting,
authorised to decide on new share issues of B shares for consideration other
than in cash or, with preferential rights for the shareholders, against cash
payment. Through the new issues, the share capital can be increased by
issuing shares on market conditions, however, the number of newly issued
shares shall not in aggregate exceed a number of 3 000 000, corresponding to
a maximum increase of the share capital of the company with SEK 15 000 000.
The mandate also extends to the right to issue the larger number of shares
that results from a share split.

Split of shares

In accordance with the Board's proposal, the AGM resolved to split each share
into two. The Board was authorised to determine the record day for the split
and to make any minor changes that may be required in connection with the
registrations with the Swedish Companies Registration Office and Euroclear
Sweden AB. The Board has decided that record day for the split shall be June
17, 2014.

Statutory board meeting

The Board decided that members of the Remuneration Committee shall be Marika
Fredriksson, Anders Narvinger (Chairman) and Anders Snell. The Board decided
that the members of the Audit Committee shall be Anders Narvinger, Joakim
Rubin and Kristina Schauman (Chairman).

Corporate Information
ÅF AB

The ÅF Group is a leader in technical consulting, with expertise founded on
more than a century of experience. We offer highly qualified services and
solutions for industrial processes, infrastructure projects and the
development of products and IT systems. The ÅF Group has currently 7,000
employees. Our base is in Europe, but our business and our clients are found
all over the world.

Press release (PDF)
http://hugin.info/1253/R/1782694/610286.pdf

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: ÅF AB via Globenewswire

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