Resolutions at Sweco AB’s Annual General Meeting and board resolutions on acquisition and transfer of treasury shares

Sweco AB (publ) (“Sweco”) has today April 19, 2024, held its Annual General Meeting. The Annual General Meeting resolved in accordance with all the proposals put forward by the Board of Directors and the Nomination Committee.
 

Board of Directors, discharge of liability, fees, dividend etc.

The Annual General Meeting resolved, as proposed by the Nomination Committee, that the Board of Directors shall be comprised of seven (ordinary) Directors elected by the general meeting and that no Deputy Directors shall be appointed. The Annual General Meeting re-elected Åsa Bergman, Alf Göransson, Johan Hjertonsson, Johan Nordström, Johan Wall, Christine Wolff and Susanne Pahlén Åklundh as Directors. Johan Nordström was re-elected as the Chairman of the Board of Directors. The general meeting granted the members of the Board of Directors and the Managing Director discharge from liability for the financial year 2023.

Ernst & Young AB was appointed as auditor up until the conclusion of the Annual General Meeting 2025. It was informed that the authorised auditor Jonas Svensson intends to be auditor in charge.

The general meeting resolved on fees to the Board of Directors, including for the committee work, and to the auditor in accordance with the proposal of the Nomination Committee. The general meeting further resolved to approve the remuneration report prepared by the Board of Directors and presented at the general meeting and to approve the guidelines for salary and other remuneration to senior executives in the Sweco Group that the Board of Directors proposed.

The general meeting resolved, in accordance with the proposal of the Board of Directors, that the shareholders shall receive a dividend of SEK 2.95 per share. The record date is April 23, 2024, and payment is expected to be made on April 26, 2024.

The general meeting adopted the presented profit and loss statement and the balance sheet, as well as the consolidated profit and loss statement and the consolidated balance sheet for the financial year 2023.

Other resolution by the general meeting

In accordance with the proposals of the Board of Directors, the Annual General Meeting also resolved on:

• implementation of Share Bonus Scheme 2024 and transfer of treasury shares to participants in the scheme,
• implementation of performance-based Share Savings Scheme 2024 and transfers of treasury shares to participants in the scheme, and
• authorisation for the Board of Directors to decide on acquisitions of treasury shares and transfers of treasury shares (see the next heading below regarding the Board of Director's exercise of the authorisation).

Board resolutions on acquisition and transfer of treasury shares

The Board of Directors of Sweco have at the statutory board meeting following the Annual General Meeting resolved to exercise the Annual General Meeting’s authorisation regarding acquisition of treasury shares for all the purposes stated in the resolution proposal on the acquisition authorisation, i.e. that the acquired share can be utilised to (i) provide the Board of Directors with an instrument whereby it can adapt and improve Sweco’s capital structure and thereby create additional value for shareholders, (ii) execute time-efficient payment in connection with acquisitions of companies and operations, or effect any deferred payments related to such acquisitions, or to finance such acquisitions or deferred payments, (iii) be transferred to participants in Sweco incentive schemes (share savings schemes and share bonus schemes) pursuant to separate resolutions by general meetings on such transfers, and (iv) secure the payment of costs, mainly social security contributions, for Sweco’s incentive schemes (share savings schemes and share bonus schemes).

The number of acquired treasury shares, together with treasury shares otherwise acquired and held by the company, may not at any given time exceed ten (10) per cent of all issued shares in Sweco (Sweco currently holds 4,110,005 Class B treasury shares, meaning that the maximum number of shares that can be acquired as of today amounts to approximately 32,200,000 shares). Acquisitions shall be made over Nasdaq Stockholm. Acquisitions shall be made at a price within the spread between the highest purchase price and the lowest selling price prevailing at any time on Nasdaq Stockholm.

At the same statutory board meeting, the Board of Directors also resolved to exercise the Annual General Meeting’s authorisation to, with deviation from the pre-emptive rights of shareholders, transfer treasury shares to secure the payment of costs, mainly social security contributions, regarding the Share Bonus Scheme 2023, the Share Bonus Scheme 2024, and the Share Savings Scheme 2021.

Within the framework of the resolution, no more than 525,000 Class B treasury shares can be transferred within the framework of the Share Bonus Scheme 2023, no more than 500,000 Class B treasury shares within the framework of the Share Bonus Scheme 2024 and no more than 48,254 Class B treasury shares within the framework of the Share Savings Scheme 2021. Transfers shall be made over Nasdaq Stockholm. Transfers shall be made at a price within the spread between the highest purchase price and the lowest selling price prevailing at any time on Nasdaq Stockholm.

Acquisitions and transfers will be made during the period from May 17, 2024, up until the next Annual General Meeting, having regard to the trade restrictions set out by law.

Sweco currently holds 4,110,005 treasury shares corresponding to approximately 1.1 per cent of the total outstanding number of shares.