NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of SWECO AB (publ) will be held on Monday, 24 April 2006, 4:00 p.m., at Bonnier Conference Center, Hörsalen, Torsgatan 21, in Stockholm, Sweden.

NOTIFICATION Shareholders who wish to participate in the Annual General Meeting must be entered in their own name in the register of shareholders maintained by VPC AB (the Swedish Central Securities Depository) not later than Tuesday, 18 April 2006, and must have informed the Company of their intention to participate not later than 12:00 p.m. on Tuesday, 18 April 2006, by mail: SWECO AB, Att: Jenny Klefström, Box 34044, SE-100 26 Stockholm, Sweden. Notification may also be made by telephone +46 8-695 66 85 or e-mail to jenny.klefstrom@sweco.se. The notification should include name, address, telephone number, number and registered holding. Furthermore, shareholders should notify the company if they wish to be accompanied by an assistant. Registered participants will be mailed an admission card which is to be presented at the entrance to the meeting premises. NOMINEE SHARES Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or a securities broker must temporarily re-register the shares in their own names in order to exercise their voting rights at the meeting. Such re-registration should be requested from the nominee well in advance of 18 April 2006. FORM OF PROXY Shareholders who are represented by a proxy must submit a form of proxy together with their notification. Proxies representing a legal entity must attach a certificate of registration or corresponding proof of authorisation to sign for the shareholder. PROPOSED AGENDA The following items of business will be taken up at the Meeting, to be opened by the Board Chairman: 1. Election of a Chairman to preside over the Meeting 2. Notification of Secretary of the Meeting 3. Drawing up and approval of the voting list 4. Approval of the agenda 5. Election of one or two persons to check and sign the Minutes 6. Decision as to whether the Meeting has been duly convened 7. Managing Director’s report on operations 8. Presentation of the Annual Report and Audit Report of the Parent Company and the Group for 2005. 9. Resolutions regarding a) Adoption of the Parent Company Income Statement and Balance Sheet and the Consolidated Income Statement and Balance Sheet b) Appropriation of the company’s profits according to the adopted balance sheet and approval of the record date for payment of dividends c) Discharge from liability for the members of the Board of Directors and the Managing Director 10. Determination of fees to be paid to the Board of Directors, Auditors and members of the Remuneration Committee 11. Decision regarding the number of Board members and deputies 12. Election of the Board Chairman and other Board members 13. Proposed resolution regarding election of the Nominating Committee 14. Proposed resolution regarding amendment of the Articles of Association 15. Proposed resolution regarding authorisation for the Board to decide on the buy-back of SWECO shares 16. Proposed resolution regarding authorisation for the Board to decide on the transfer of SWECO shares 17. Proposed resolution regarding redemption procedures including a share split, reduction of the share capital through retirement of shares and increase in the share capital through a bonus issue 17. Adjournment of the Meeting RESOLUTIONS TO THE ANNUAL GENERAL MEETING Item 1 - Election of Chairman of the Meeting The Nominating Committee, currently comprising Gustaf Douglas (Investment AB Latour), Lars Kritz (J. Gust. Richert Memorial Fund) and Olle Nordström (Skirner Förvaltning AB) and representing more than 65 per cent of the votes and more than 50 per cent of the share capital in the Company, proposes that Olle Nordström be appointed as Chairman of the Meeting. Item 9b - Dividend and record date The Board of Directors and the Managing Director propose that the shareholders receive a dividend of SEK 5.50 per share and that Thursday, 27 April 2006, be the record day for payment of dividends. If the Meeting decides in favour of the proposal, dividends are expected to be disbursed by VPC AB on Wednesday, 3 May 2006. Item 10 - Fees to the Board of Directors, Auditors and Nominating Committee The Nominating Committee proposes that directors’ fees be paid in an unchanged amount of SEK 250,000 to the Chairman, SEK 190,000 to the Deputy Chairman and SEK 125,000 to each of the other independent Board members elected by the Annual General Meeting. It is proposed that auditors’ fees be paid according to approved account. Furthermore, the Nominating Committee proposes that fees to the Nominating Committee be paid in an amount of SEK 40,000 to the Chairman and SEK 20,000 each committee member not employed by the Company. Item 11 - Number of Board members and deputies The Nominating Committee proposes that the Board consist of eight members elected by the Annual General Meeting and that no deputies be appointed. Item 12 - Election of the Board Chairman and other Board members The Nominating Committee proposes that the following members be re-elected: Maria Borelius, Eric Douglas, Birgit Erngren Wohlin, Anders Frick, Wigon Thuresson, Mats Wäppling and Olle Nordström, the latter of whom to be re-elected as Board Chairman. The Nominating Committee also proposes Aina Nilsson Ström be elected. Aina Nilsson Ström, born in 1953, is Design Director at AB Volvo (Volvo/Renault/Mack) and has previously held various management positions at Saab Automobil. Aina Nilsson Ström is currently serving on the boards of Ballingslöv and Electrolux. Item 13 - Nominating Committee The Nominating Committee proposes new instructions for the Nominating Committee, whereby the Board Chairman will be authorised to convene a Nominating Committee consisting of one representative for each of the largest owners, at least three and no more than four, and the Chairman if he/she is not a member in the capacity of shareholder representative. The names of the members, together with the names of the shareholders they represent, shall be published at the latest six months before the 2007 Annual General Meeting and will be based on the known number of votes immediately prior to publication. The Chairman of the Nominating Committee shall be the Board Chairman. The Nominating Committee shall prepare proposals on the following matters to be put before the 2007 Annual General Meeting for decision: (a) nomination of a Chairman of the AGM (b) nomination of Board members (c) nomination of a Board Chairman (d) recommendation of director’s fees, apportionment between the Chairman and other members and any compensation for work in the committees (e) recommendation of auditor’s fees At its own discretion, the Nominating Committee shall have the right to charge the Company for reasonable costs, such as external consultants, deemed necessary by the Nominating Committee for the performance of its duties. Item 14 - Amendment of the Articles of Association The Board of Directors proposes that the Annual General Meeting resolve on amendments to the Articles of Association essentially to adapt these to the provisions in the new Swedish Companies Act (SFS 2005:551) and in view of the proposed redemption procedure according to item 17. The proposed amendments involve, in all material respects, the following. • Amendment of § 4 to state that the number of shares shall be not fewer than 10,000,000 and not more than 40,000,000, and that both class A and class B shares may be issued in a maximum number of not more than 40,000,000. • Amendment of § 4 so that the preferential right is extended to include set-off issues and is supplemented with a rule regarding preferential rights in connection with issues for cash consideration or payment through set-off of claims for subscription warrants and convertibles. • Amendment of § 4 to state that a conversion of shares shall be completed when it has been recorded in the Register of Companies and in the CSD register. • Removal of § 5 with the rule regarding the par value of the share. • Removal of § 6 stating at which Annual General Meeting the Board is to be appointed and defining the term of office of the Board. • Amendment of § 9 so that ”General Meeting of Shareholders” is replaced by ”Annual General Meeting” and that the wording ”Establishment of the voting list” be replaced by “Drawing up and approval of the voting list”. • Amendment of § 10 to state that the notice of Annual General Meeting shall always be given in the form of an announcement in the Official Gazette (Post- och Inrikes Tidningar) and in Svenska Dagbladet. It is furthermore proposed that the share register be made available through means other than printed form and that the record date for entitlement to participate in the General Meeting be five weekdays prior to the Meeting. • Removal of § 11 stating that each shareholder who is entitled to vote at the General Meeting may exercise the full number of shares represented by her/him, since this is already prescribed by law. • Amendment of § 12 so that record day reservation is worded in compliance with the new Swedish Companies Act. • The removal of § 5 and § 11 will result in changes in the numbering of the paragraphs. • Throughout the document, a number of minor language adjustments. Item 15 - Proposed resolution regarding authorisation for the Board to decide on the buy-back of SWECO shares The Board of Directors proposes that the Annual General Meeting authorise the Board, during the period before the next annual general meeting, to decide on the buy-back of SWECO shares essentially according to the following conditions. The number of repurchased class A and/or B shares may not exceed 5% of all shares in the Company at any given time. The buy-back shall be carried out on the Stockholm Stock Exchange within the registered share price interval at any given time. The aim of the buy-back is to optimise the Company’s capital structure and create opportunities to use SWECO shares as consideration in connection with future acquisitions. Item 16 - Proposed resolution regarding authorisation for the Board to decide on the transfer of SWECO shares The Board of Directors proposes that the Annual General Meeting authorise the Board, during the period before the next annual general meeting, to decide on the transfer of SWECO shares essentially according to the following conditions. The right to transfer shall apply to all SWECO class A and/or B shares held by the Company at the time of the Board’s decision. Such transfers, with waiver of the shareholders’ pre-emptive rights, may take place in connection with acquisitions, in an amount corresponding to an appraised market value. Consideration for the transferred shares may be made in cash, in the form of capital contributed in kind or through set-off of claims against the Company or otherwise according to specific conditions. The reason for waiver of the shareholders’ pre-emptive rights in connection with the transfer of shares is to finance future acquisitions in a cost-effective manner. For adoption of the Board’s proposed resolutions according to items 15 and 16, these must be supported by shareholders representing at least two thirds of both the number of votes exercised and the number of votes represented at the Meeting. Item 17 - Redemption procedure including share split, reduction of the share capital through retirement of shares and increase of the share capital through a bonus issue The Board of Directors proposes that the Annual General Meeting resolve on a redemption procedure according to which each share will be split into two shares (2-for-1 split) of which one share will be redeemed for a cash price of SEK 10, whereby a total of SEK 170, 828,700 will be distributed to the shareholders. Furthermore, the Board proposes that a bonus issue be carried out through the transfer of a sum of SEK 42,707,175 from non-restricted equity to the share capital. For this purpose, the Board proposes that the Annual General Meeting decide in favour of the proposal below. Share split The Board of Directors proposes that the Company’s shares be split so that each share is divided into two shares (of the same class), of which one will be designated as the redemption share. The proposed date for completion of the share split by VPC is 8 May 2006. Reduction of the share capital through retirement of shares The Board of Directors proposes that the Company’s share capital be reduced by SEK 42,707,175 (the reduction amount) through the retirement of 1,877,815 class A shares and 15,205,055 class B shares (following the share split). The shares to be retired are those shares which after the share split according to the above are designated as redemption shares. The record date for entitlement to receive redemption shares shall be the same date as the proposed date for completion of the share split as described above, on 8 May 2006. For each redeemed share (regardless of share class) a cash price of SEK 10 will be paid. However, no redemption price will be paid for shares held by the Company. The maximum redemption amount will thus be SEK 170,828,700. Bonus issue The Board of Directors proposes that the share capital be increased by a sum of SEK 42,707,175 through a bonus issue. The amount by which the share capital is to be increased shall be transferred to the share capital from non-restricted equity. No new shares will be issued in connection with the share capital increase. For adoption of the Board’s proposed resolution according to item 17, it must be supported by shareholders representing at least two thirds of both the number of votes exercised and the number of votes represented at the Meeting. The same applies within each class of shares represented at the Meeting. __________ The Board’s complete proposals for decision, annual report and other documents containing information for decision by the Annual General with respect to resolutions 14 - 17 can be ordered from the Company – SWECO AB (publ), Gjörwellsgatan 22, SE-100 26 Stockholm, Sweden – or via the website – www.sweco.se – on or after 10 April 2006 and will be sent to those shareholders who so request and who provide their mailing address. The documents can also be ordered by calling 08-695 66 85. Stockholm, March 2006 SWECO AB (publ) Board of Directors Web-based annual report SWECO’s web-based Annual Report for 2005 will be available for viewing or downloading as of 7 April, at: http://www.sweco.se/arsredovisningar