Resolutions at Sweco AB’s annual general meeting and resolution on repurchase of company shares
The Annual General Meeting in Sweco AB on 17 April 2013 passed, among other resolutions, resolutions on the following.
Resolutions at the annual general meeting
The annual general meeting resolved, as proposed by the nominating 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, Gunnel Duveblad, Johan Nordström, Olle Nordström, Pernilla Ström and Carola Teir-Lehtinen Eva Lindqvist and Tomas Carlsson was elected as a new Directors.
Olle Nordström was re-elected as the Chairman of the Board of Directors.
Eva Lindqvist is a Swedish citizen, born in 1958, with a degree in both business and engineering. She is currently a board member in for example ASSA ABLOY AB, Tieto Oy, Bodycote plc, Episerver AB and Micronic Mydata AB. She has an extensive experience of working within the telecom industry in positions as Managing Director for TeliaSonera International Carrier and within Ericsson. She has previously been board member in a large number of companies in many different businesses.
Tomas Carlsson is President and CEO of Sweco since 1 December 2012. He was previously manager for NCC Construction Sweden and has been active in the NCC group since 1991. He was born in 1965 and holds an MSc Engineering and an Executive MBA.
Tomas Carlssons previous management positions at NCC include positions as Regional Manager for NCC Construction Sweden and Manager for NCC Roads’ new markets in Poland, the Baltics and St. Petersburg.
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 2014.
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 22 April 2013 and payment is expected to be made on 25 April 2013.
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 2012.
Further, the annual general meeting resolved, as proposed by the Board of Directors, to implement the 2013 Share Savings Scheme, comprising up to 244,000 Series B shares in Sweco (whereof up to 194 000 shares for allocation to the participants and up to 50 000 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 2013 Share Savings Scheme. The 2013 Share Savings Scheme corresponds to the share savings scheme decided by the annual general meeting in 2011 and 2012. Participation in the 2013 Share Savings Scheme requires the participants to acquire Series 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 2013. If a participant retains ownership to the Savings Shares until the time of the announcement of the results for the financial year 2016 and the participant is still employed by the Sweco group, then each Savings Share entitles the participant to without consideration receive one Series 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 Series B shares in Sweco (“Performance Shares”). To enable the implementation of the 2013 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 194,000 treasury Series 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 50,000 Series 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 194,000 Series B shares to the participants of the 2013 Share Savings Scheme in the period during which they are entitled to receive Matching and Performance Shares.
The annual general meeting further resolved to authorize the Board of Directors, prior to the next annual general meeting, to resolve on the acquisition of Series A and B treasury shares so that the company’s holding of shares does not at any given time exceed ten per cent of all issued shares in the company. The aim of the proposed repurchase authorization is to give the Board of Directors greater freedom in working to optimize the Company’s capital structure. The repurchase will also create opportunities for the Company to use Sweco shares as consideration in connection with future corporate acquisitions. Further, the annual general meeting resolved to authorize the Board of Directors, prior to the next annual general meeting, to resolve of the transfer of Series A and B treasury shares in the company (this authorization does not cover the Series B shares held by the company within the scope of the 2011, 2012 and 2013 Shares Savings Schemes). Transfer may be made in deviation of the shareholders’ right of first refusal in connection with acquisitions. The rationale for the deviation from the shareholders’ right of first refusal is to be able to finance possible acquisitions in a cost efficient way.
Repurchase of treasury shares
The Board of Directors resolved at the statutory Board meeting, as authorized by the annual general meeting, to repurchase up to 194,000 Series B shares to secure the delivery of the shares to the participants of the 2013 Share Savings Scheme, and up to 50,000 of Series B shares to cover the related costs for social security contributions.
The Board of Directors has, as authorized by the annual general meeting, resolved to acquire as many Series A and B shares that the company’s total holding of treasury shares will not at any given time exceed ten per cent of all shares issued by the company. The rationale for the repurchase is to give the Board of Directors greater freedom in working to optimize the Company’s capital structure and to be able to use treasury shares as consideration in possible future acquisitions.
Acquisitions of own shares will be made on NASDAQ OMX Stockholm at a price that, for each acquisition, falls within the relevant registered price range. Acquisitions will be made from 9 May 2013 up until the next annual general meeting, having regard to the restrictions set out by law.
Sweco currently holds 381,465 Series B treasury shares, corresponding to 0.4 per cent of the total outstanding number of shares and 0.3 per cent of the votes in the company.
For additional information please contact:
Lisa Lagerwall, General Counsel at Sweco, +46 8 695 66 16, lisa.lagerwall@sweco.se
Tomas Carlsson, President and CEO of Sweco, tel: +46 8 695 66 60, +46 70 552 92 75, tomas.carlsson@sweco.se
Sweco is an international consulting group with combined expertise in consulting engineering, environmental technology and architecture. Sweco has annual sales of approximately SEK 7.5 billion and 7,800 employees in 12 countries. The company has projects currently underway in some 80 countries worldwide. Sweco is listed on NASDAQ OMX Stockholm AB.
Sweco discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 17 April 2013, at 17:55 CET.