Proposals for Swecos Nomination Committee


Proposals for Swecos Nomination Committee

Sweco AB's Nominating Committee, consisting of Gustaf Douglas (Investment AB
Latour), Lars Kritz (J. Gust. Richert Memorial Fund) and Olle Nordström (Skirner
Förvaltning AB), together representing more than 68% of the votes and more than
51% of the share capital in the company, have decided to put forward proposals,
for which the main points are presented below, for decision by the Annual
General Meeting of Sweco on 16 April 2009. The final proposals will be presented
in the company's invitation to the Annual General Meeting, which may also
contain additional details not covered here.

Composition of the Board

The Nominating Committee proposes re-election of Gunnel Duveblad, Øystein
Løseth, Aina Nilsson Ström, Olle Nordström and Mats Wäppling, and election of
Anders G. Carlberg and Pernilla Ström. It is also proposed that the AGM appoint
Olle Nordström as Board Chairman. It was noted that Eric Douglas and Birgit
Erngren Wohlin had declined re-election. 

Anders G. Carlberg, born in 1943, is former Managing Director of Axel Johnsson
International AB, Atle Förvaltning AB, Nobel Industries Sweden AB and J S Saba
AB. He is currently a board member of Axel Johnson AB, Mekonomen AB, Svenskt
Stål AB, Sapa AB, Säki AB and Beijer-Alma AB.

Pernilla Ström, born in 1962, currently operates a business active in macro
analysis, business development and seminar workshops, among other things. She
has previously held positions as an EU commission member for the Ministry of
Finance, as a newspaper columnist for Dagens Nyheter, as a macroeconomist at
Öhman Fondkommission and as Managing Director of Blockbid. She is currently a
board member of Bonnier AB, Uniflex AB, Kappahl AB, HQ Bank AB, and others. 

Director's fees

The Nominating Committee proposes that directors' fees be paid in an unchanged
amount of SEK 350,000 (350,000 in 2008) to the Chairman, SEK 260,000 (260,000)
to the Vice Chairman and SEK 175,000 (175,000) to each of the other independent
Board members elected by the Annual General Meeting. 

The Nominating Committee proposes that fees to the Audit Committee be paid in an
amount of SEK 100,000 to the committee chairman (SEK 80,000 in 2008), and SEK
50,000 to each of the other committee members not employed in the company.

The Nominating Committee proposes further that fees the Remuneration Committee
be paid in an amount of SEK 50,000 to the committee chairman (SEK 40,000 in
2008), and SEK 25 000 to each of the other committee members not employed in the
company (SEK 20 000 in 2008).
It is proposed that auditors' fees be paid according to approved account.

Proposed instructions for the Nominating Committee ahead of the 2010

It is noted that shareholders together representing approximately 68% of the
votes and 51% of the share capital in Sweco propose that the Annual General
Meeting resolve on instructions to the Nominating Committee essentially
according to the following.

1. The Board Chairman shall convene a Nominating Committee consisting of one
representative for each of the largest shareholders in the Company, at least
three and at most four, together with the Chairman if he/she is not a member in
the capacity of shareholder representative. If a shareholder does not exercise
its right to appoint a member, the shareholder next in order of voting power
shall have the right to appoint a member to the Nominating Committee. The names
of the members, together with the names of the shareholders they represent,
shall be made public not later than six months before the 2010 Annual General
Meeting and shall be based on the known number of votes immediately prior to
announcement.  

2. The mandate period of the Nominating Committee shall extend until such time
as the new Nominating Committee has been appointed. The Chairman of the
Nominating Committee shall be the Board Chairman.

3. In the event of a significant change in the Company's ownership structure
after the appointment of the Nominating Committee, the composition of the
Nominating Committee shall also be changed in accordance with the principles
stated in point 1 above. A shareholder that has appointed a member to the
Nominating Committee shall have the right to remove such member and appoint a
new member to the Nominating Committee, and shall likewise have the right to
appoint a new representative if the member originally appointed by the
shareholder should choose to leave Nominating Committee. Changes in the
composition of the Nominating Committee shall be announced immediately.

4. The Nominating Committee shall prepare proposals on the following matters to
be put before the 2010 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
(e) recommendation of fees for committee work
(f) recommendation of auditor's fees
(g) recommendation for decision on the Nominating Committee 

5. In the conduct of its duties, the Nominating Committee shall otherwise fulfil
the responsibilities of the Nominating Committee as stated in the Swedish Code
of Corporate Governance and shall have the right to receive reasonable
compensation from the Company for expenses, such as fees to external
consultants, which are deemed necessary by the Nominating Committee for the
performance of its duties.


For further information please contact:
Fredrik Hedlund, Head of Communications, Sweco  +46 (0)8 695 66 12


Sweco is a provider of international consulting engineering services with
combined expertise in engineering, environmental technology and architecture.
The Group has annual sales of approximately SEK 5.5 billion and 5,500 employees
in ten countries. The company has projects currently underway in some 80
countries worldwide. Sweco is listed on NASDAQ OMX Stockholm AB.

The information contained herein may be subject to the disclosure requirements
in the Swedish Securities Exchange and Clearing Operations Act and/or the
Financial Instruments Trading Act.

Attachments

02272224.pdf