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2014-04-16

SWECO: 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 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.

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