SWECO

The Offer (as defined below) is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States or any other jurisdiction in which the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. Shareholders not resident in Sweden and who wishes to accept the Offer must further research the applicable legislation and possible tax implications. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this press release and in the offer document which will be published just before the beginning of the acceptance period for the Offer.

Sweco Sverige AB (“Sweco Sverige”), an indirect wholly owned subsidiary of Sweco AB (publ) (together with its direct and indirect subsidiaries, “Sweco Group”), announces a recommended cash offer to the shareholders of Projektengagemang Sweden AB (publ) (“Projektengagemang” or the “Company”) to tender all their shares in Projektengagemang to Sweco Sverige for SEK 15 per share regardless of share class (the “Offer”). Projektengagemang’s B shares are listed for trading on Nasdaq Stockholm, Small Cap with ticker PENG B, while Projektengagemang's class A shares are unlisted. Shareholders representing approximately 62.62 per cent of the outstanding shares and approximately 80.79 per cent of the outstanding votes in Projektengagemang have undertaken to accept the Offer.

Summary

• Sweco Sverige offers the shareholders SEK 15 in cash per share in Projektengagemang regardless of share class (the “Offer Price”). The total value of the Offer amounts to SEK 360,847,515.¹ 
• The Offer Price represents a premium of:

-          Approximately 117 per cent compared to the closing price of SEK 6.9 for Projektengagemang’s B share on Nasdaq Stockholm on 3 June 2025, which was the last trading day prior to the announcement of the Offer;

-          Approximately 111 per cent compared to the volume-weighted average price of SEK 7.1 for Projektengagemang’s B share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer; and

-          Approximately 100 per cent compared to the volume-weighted average price of SEK 7.5 for Projektengagemang’s B share on Nasdaq Stockholm during the last 90 trading days prior to the announcement of the Offer.

• The Independent Bid Committee unanimously recommends that Projektengagemang’s shareholders accept the Offer.² Projektengagemang has obtained a fairness opinion from BDO Mälardalen AB (“BDO”), according to which the Offer is fair to the Projektengagemang shareholders from a financial perspective.
• Per-Arne Gustavsson, Per Göransson, Lars Erik Blom, Peter Sandberg, Per Granath, Thord Wilkne, Kurt O Eriksson, Elisabeth Eriksson (including through entities) and Protector Forsikring ASA have undertaken to accept the Offer. Together, these shareholders represent approximately 62.62 per cent of the outstanding shares and approximately 80.79 per cent of the outstanding votes in Projektengagemang.
• The Offer is not subject to any financing condition. The consideration payable in respect of the Offer is financed in full by Sweco Sverige’s own funds, including funds committed by the parent company Sweco AB (publ), which is sufficient to finance the Offer in full.
• The acceptance period for the Offer is expected to commence on or around 5 June 2025 and expire on or around 11 July 2025 to enable obtaining of required regulatory approvals.
• The completion of the Offer is conditioned upon: (i) the Offer being accepted to such extent that Sweco Sverige becomes the owner of shares in Projektengagemang corresponding to more than 90 per cent of the outstanding shares, and (ii) the conditions 2-7 set out below.

Sweco Group’s CEO Åsa Bergman comments:

“We have a clear growth strategy in which we continuously seek opportunities to strengthen our competitiveness by complementing our existing client offering, reaching new growth segments and markets. Projektengagemang, which is represented nationwide, is a perfect match for Sweco, as an acquisition would increase business opportunities through an enhanced client offering in architecture, community development, construction and environment, as well as installation, and would reinforce our local presence in Sweden. We believe that we have put forward an attractive offer to Projektengagemang’s shareholders that provides them with an opportunity to realise value, and we are delighted with the strong support we have already received from the Company’s Board of Directors and major shareholders.”

Sweco Sverige’s CEO Ann-Louise Lökholm Klasson comments:

“Sweco Sverige followed Projektengagemang for several years and has been impressed by the deep and diverse expertise and strong client offering. We know that Projektengagemang has a strong entrepreneurial corporate culture, and that it is a decentralised group with specialists with a local presence. We believe that Sweco’s organisation, which combines commercial acumen with the mandate to do business as well as the responsibility of meeting clients’ needs, aligns well with Projektengagemang’s. Sweco’s operations are founded on the idea of bringing competences together and our belief that, together, we can achieve more. Our ambition is to provide Projektengagemang’s experts with increased opportunities for yet more exciting and stimulating challenges by becoming part of Sweco.”

Projektengagemang’s founder Per-Arne Gustavsson comments:

”When Projektengagemang was founded, we had a clear vision to renew society through innovative and sustainable solutions. I have reflected on the next step for Projektengagemang for a long time and I am convinced that Sweco is the best long-term home for our talented employees, where they are given the opportunity to become part of a larger organisation with the best possible conditions to continue to develop and grow – while strengthening Sweco with key expertise in the construction segment. Having come to know Sweco, I see that we share the same strong entrepreneurial culture, with a dedicated business and customer focus, and through a merger I am convinced that a strengthened joint offer is created for all customers.”

Background and reasons for the Offer

Projektengagemang is of one of Sweden’s leading consultancy groups with a focus on buildings and their immediate surroundings. The company was founded in 2006 and is listed on Nasdaq Stockholm. The operations are conducted in the company PE Teknik & Arkitektur AB, which has a presence across Sweden and an annual revenue of approximately SEK 800 million. In the area of urban planning, the Company creates innovative and sustainable solutions that contribute to the development and renewal of the society.

Sweco Sverige has, for several years, been following Projektengagemang and its development, and has a good understanding of the Company’s operations, as well as has observed how the Company has managed challenges in a demanding market. Sweco believes that joining a larger group would offer multiple benefits for Projektengagemang, and that Sweco Sverige would be a strong strategic partner to Projektengagemang.

Sweco Sverige’s long-term strategic plan for the companies is to, through the merger between Sweco Sverige and Projektengagemang, further develop a leading position in all relevant service areas within community development, with a strong local presence across Sweden. The merger will enable the companies to engage in the most exciting and stimulating customer projects and thereby continue to attract the best employees. The strategic plan is not expected to entail any significant changes in terms of employment or the locations where the companies operate.

Sweco Sverige’s intention, with regard to future operations, is to merge Sweco Sverige’s and Projektengagemang’s operations and conduct them under the Sweco brand. Sweco Sverige is convinced that such a merger of Projektengagemang and Sweco Sverige would further strengthen both its own operations and those currently conducted by Projektengagemang, resulting in increased business opportunities and even more stimulating challenges for the employees of the companies. An acquisition would also generate additional business opportunities for the companies through a strengthened customer offering in architecture, community development, construction and environment, as well as installation services, with a strong local presence. In addition, it creates opportunities for internal efficiency by enabling support functions to be utilized optimally.

Sweco’s organisational philosophy aligns well with Projektengagemang’s entrepreneurial corporate culture, namely a business- and customer-focused approach with delegated responsibility for customer relations, projects and employees, combining the mandate to do business with full responsibility for meeting customers’ needs. Sweco sees substantial common ground between the companies in terms of values and corporate culture, which provides excellent foundation for a successful merger in practice and for a productive collaboration going forward.

Sweco Sverige places great value in Projektengagemang’s management and employees. Sweco Sverige’s and Projektengagemang’s operations both complement and largely overlap one another in terms of geography and service offerings relating to buildings and their immediate surroundings. Sweco Sverige is convinced that a merger between Projektengagemang and Sweco Sverige would further strengthen Projektengagemang’s operations, generating increased business opportunities, a strengthened customer offering, and stimulating challenges for employees across all segments in the continued development of the society. The shared platform creates opportunities for ongoing efficiency and an even greater focus on customers. Sweco Sverige intends to decide on any measures to be taken in order to integrate the two organisations and realise synergies after a thorough assessment, to be made together with Projektengagemang, of the merged operations, once the Offer is completed. Only once such a thorough assessment has been made will it be possible to specify Sweco Sverige’s intentions regarding Projektengagemang’s management and employees, however, Sweco Sverige notes that Projektengagemangs most important asset is its employees, just as the employees of the Sweco-Group are its most important asset. At present, there are no decisions regarding material changes that could affect Projektengagemang’s employees and management, including their terms of employment.

The Offer

Sweco Sverige offers SEK 15 in cash per share in Projektengagemang regardless of share class. Should Projektengagemang prior to the settlement of the Offer pay dividends or in any other way distribute or transfer value to the shareholders, the Offer Price will be reduced accordingly.

The total value of the Offer, based on 24,056,501 outstanding shares in Projektengagemang, amounts to SEK 360,847,515. No brokerage commission will be charged in connection with the settlement of the Offer.

The Offer does not include any rights which participants in Projektengagemang’s incentive programmes (share purchase programmes) may have (those rights are not financial instruments). Sweco Sverige will however strive to ensure that such participants are given fair treatment in connection with the Offer, considering the terms and conditions of each respective programme.

The Offer Price represents a premium of:

• approximately 117 per cent compared to the closing price of SEK 6.9 for Projektengagemang’s B share on Nasdaq Stockholm on 3 June 2025, which was the last trading day prior to the announcement of the Offer;
• approximately 111 per cent compared to the volume-weighted average price of SEK 7.1 for Projektengagemang’s B share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer; and
• approximately 100 per cent compared to the volume-weighted average price of SEK 7.5 for Projektengagemang’s B share on Nasdaq Stockholm during the last 90 trading days prior to the announcement of the Offer.

Recommendation from Projektengagemang’s Independent Bid Committee and fairness opinion from BDO

The Independent Bid Committee unanimously recommends the shareholders of Projektengagemang to accept the Offer. The Bid Committee has obtained a fairness opinion from BDO, according to which, based on the assumptions and reservations stated therein, the Offer is fair to Projektengagemang’s shareholders from a financial perspective.

The Independent Bid Committee consists of the board members Carina Malmgren Heander and Jon Risfelt. The other four board members of Projektengagemang, Per-Arne Gustavsson, Per Göransson, Lars Erik Blom and Peter Sandberg, have such connection to shareholders in Projektengagemang who have irrevocably undertaken to accept the Offer, as set out below. Furthermore, Per-Arne Gustavsson and Peter Sandberg have also, with respect to their directly held shares in Projektengagemang, submitted irrevocable undertakings to accept the Offer, see below. Given this, the four aforementioned board members are considered to have a conflict of interest pursuant to Rule II.18 of the Takeover Rules and have therefore not participated, and will not participate, in the Company’s handling of, or decisions in relation to, the Offer, including the Bid Committee’s statement regarding the Offer.

Undertakings to accept the Offer etc.

Sweco Sverige has received undertakings to accept the Offer from the following shareholders of Projektengagemang (the “Undertakings”):

• Per-Arne Gustavsson and Per Göransson, through the company Projektengagemang Holding i Stockholm AB, with total holding of 4,391,676 A shares and 882,426 B shares, corresponding to approximately 21.92 per cent of the outstanding shares and approximately 63.04 per cent of the outstanding votes in Projektengagemang.
• Per-Arne Gustavsson, with total holding of 150,135 B shares, corresponding to approximately 0.62 per cent of the outstanding shares and approximately 0.21 per cent of the outstanding votes in Projektengagemang.
• Per Göransson, through the company G-Trading, with total holding of 4,500 A shares, corresponding to approximately 0.02 per cent of the outstanding shares and approximately 0.06 per cent of the outstanding votes in Projektengagemang.
• Lars Erik Blom, through the company LK Finans Aktiebolag, with total holding of 1,884,344 B shares, corresponding to approximately 7.83 per cent of the outstanding shares and approximately 2.65 per cent of the outstanding votes in Projektengagemang.
• Peter Sandberg, with total holding of 180,000 A shares and 45,500 B shares, corresponding to approximately 0.94 per cent of the outstanding shares and approximately 2.60 per cent of the outstanding votes in Projektengagemang.
• Peter Sandberg, through the company Heroine Holding AB, with a total holding of 129,000 A shares and 12,750 B shares, corresponding to approximately 0.59 per cent of the outstanding shares and approximately 1.83 per cent of the outstanding votes in Projektengagemang.
• Protector Forsikring ASA with a total holding of 4,304,559 B shares, corresponding to approximately 17.89 per cent of the outstanding shares and approximately 6.06 per cent of the outstanding votes in Projektengagemang.
• Per Granath, through the company Zirkona Aktiebolag, with a total holding of 1,571,402 B shares, corresponding to approximately 6.53 per cent of the outstanding shares and approximately 2.21 per cent of the outstanding votes in Projektengagemang.
• Thord Wilkne, with total holding of 500,000 B shares, corresponding to approximately 2.08 per cent of the outstanding shares and approximately 0.70 per cent of the outstanding votes in Projektengagemang.
• Kurt O Eriksson, himself and through the company MÖZ AB, with total holding of 620,151 B shares, corresponding to approximately 2.58 per cent of the outstanding shares and approximately 0.87 per cent of the outstanding votes in Projektengagemang.
• Elisabeth Eriksson, with total holding of 387,274 B shares, corresponding to approximately 1.61 per cent of the outstanding shares and approximately 0.54 per cent of the outstanding votes in Projektengagemang.

In aggregate, 4,705,176 A shares and 10,358,541 B shares in Projektengagemang are subject to the Undertakings, representing approximately 62.62 per cent of the outstanding shares and approximately 80.79 per cent of the outstanding votes in Projektengagemang.

The Undertakings are valid regardless of any higher competing offer for the shares in Projektengagemang being announced.

The Undertakings will terminate automatically on 5 September 2025 unless Sweco Sverige has acquired the shares subject to the Undertakings prior to such date, or if the Offer is withdrawn or lapses.

Sweco Sverige’s shareholding in Projektengagemang

Neither Sweco Sverige nor any party closely related to Sweco Sverige holds any Projektengagemang shares or any financial instruments that give a financial exposure to Projektengagemang shares at the time of this announcement, nor has Sweco Sverige or any party closely related to Sweco Sverige acquired or agreed to acquire any Projektengagemang shares or any financial instruments that give a financial exposure to Projektengagemang shares during the six months preceding the announcement of the Offer. For further information about undertakings by larger shareholders to accept the Offer, please see “Undertakings to accept the Offer etc.” above.

A shareholder that wishes to accept the Offer but does not wish to wait for the settlement of the Offer Price may try to sell its shares on the market. Sweco Sverige may acquire, or enter into arrangements to acquire, shares in Projektengagemang (or any securities in Projektengagemang that are convertible into, exchangeable for or exercisable for such shares) outside the Offer at a price per share not exceeding the Offer Price. Any acquisitions made or arranged will be in accordance with Swedish law and the Takeover Rules of Nasdaq Stockholm (the “Takeover Rules”) and will be disclosed in accordance with applicable rules.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that Sweco Sverige becomes the owner of shares in Projektengagemang representing more than 90 per cent of the total number of outstanding shares in Projektengagemang (on a fully diluted basis);
2. with respect to the Offer and the acquisition of Projektengagemang, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities and the Swedish Inspectorate of Strategic Products, in each case on terms which, in Sweco Sverige’s opinion, are acceptable;
3. no circumstances having occurred which would have a material adverse effect or could reasonably be expected to have a material adverse effect on Projektengagemang’s financial position or operations, including Projektengagemang’s sales, results, liquidity, equity ratio, equity or assets;
4. neither the Offer nor the acquisition of Projektengagemang being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Sweco Sverige could not reasonably have foreseen at the time of the announcement of the Offer;
5. Projektengagemang not taking any action that is likely to impair the prerequisites for making or completing the Offer;
6. no information made public by Projektengagemang or disclosed by Projektengagemang to Sweco Sverige being inaccurate, incomplete or misleading, and Projektengagemang having made public all information which should have been made public; and
7. no other party announcing an offer to acquire shares in Projektengagemang on terms more favorable to the shareholders of Projektengagemang than the Offer.

Sweco Sverige reserves the right to withdraw the Offer in the event that it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. With regard to conditions 2 through 7 as set out above, however, such withdrawal will only be made if the non-satisfaction is of material importance to Sweco Sverige’s acquisition of shares in Projektengagemang or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Sweco Sverige reserves the right to waive, in whole or in part, one, several or all of the conditions 1 through 7 as set out above, including with respect to condition 1 above, to complete the Offer at a lower level of acceptance, in each individual case without any right of revocation for shareholders beyond what may follow by applicable laws and regulations.

Financing of the Offer

The Offer is not subject to any financing condition. The consideration payable in respect of the Offer is financed in full by Sweco Sverige’s own funds including funds committed by the parent company Sweco AB (publ), which is sufficient to finance the Offer in full.

Offer related arrangements and bonus arrangements

Projektengagemang has not entered into any commitments with Sweco Sverige in respect of the Offer. Furthermore, Sweco Sverige has not offered employees of Projektengagemang any bonus arrangements or similar measures prior to the announcement of the Offer.

Due diligence

Sweco Sverige has, in connection with the preparations of the Offer, conducted a confirmatory due diligence review of Projektengagemang. Projektengagemang has confirmed that no inside information regarding Projektengagemang has been disclosed to Sweco Sverige during the due diligence review.

Indicative timetable

The acceptance period of the Offer is expected to commence on or around 5 June 2025 and expire on or around 11 July 2025. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than on 14 July 2025, settlement is expected to begin on or around 17 July 2025.

Sweco Sverige reserves the right to extend the acceptance period of the Offer, one or several times, as well as to postpone the settlement date.

The acquisition of Projektengagemang will be filed with the relevant authorities for competition reviews and for approval of the Inspectorate of Strategic Products according to the framework on foreign direct investments. Relevant approvals are expected prior to the expiry of the acceptance period. If all required approvals, authorisations and decisions are obtained in time for the acceptance period to end before 11 July 2025, Sweco Sverige may announce an earlier expiry date for the acceptance period, provided that such announcement can be made at least two weeks prior to the new date for expiry of the acceptance period.

Notice of any extension, shortening or postponement will be announced by Sweco Sverige through a press release in accordance with applicable laws and regulations.

Compulsory redemption procedure and delisting

If Sweco Sverige becomes the owner of more than 90 per cent of the outstanding shares in Projektengagemang, Sweco Sverige intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Projektengagemang. In connection therewith, Sweco Sverige will promote delisting of Projektengagemang’s shares from Nasdaq Stockholm.

Brief description of Sweco Sverige and the Sweco Group

Sweco Sverige is an indirect wholly owned subsidiary of the publicly listed Sweco AB (publ) with registered office in Stockholm. The Sweco Group plans and designs the sustainable communities and cities of the future. The Sweco Group provides qualified technical consultancy services in the fields of engineering, the environment, and architecture. The Sweco Group’s operations are divided into eight geographical business areas, covering around 15 markets across Europe. There are 22,000 architects, engineers, and experts in the Sweco Group. The Sweco Group carries out over 150,000 projects in Europe and worldwide to ensure clean water, efficient infrastructure, and sustainable energy solutions.

Sweco Sverige and Sweco AB (publ) are based in Stockholm, Sweden, and Sweco AB’s (publ) shares are admitted to trading on Nasdaq Stockholm, Sweden (ticker: SWEC A and SWEC B). For more information, visit www.swecogroup.com and www.sweco.se.

Brief description of Projektengagemang

Projektengagemang is one of Sweden’s leading consultancy groups with a focus on buildings and their immediate surroundings. Projektengagemang was founded in 2006, but the Company’s history dates back to the 1950s. Acquisitions have been crucial for the Company’s rapid growth, and the businesses that have joined Projektengagemang have been some of the most highly skilled in the industry. The operations are conducted through PE Teknik & Arkitektur AB, which has a presence across Sweden and annual revenue of approximately SEK 800 million. In the area of urban planning, the Company creates innovative and sustainable solutions that contribute to the development and renewal of communities. The Company’s operations are divided into three segments – Architecture & Management, Civil Engineering & Environment, and Systems.

Projektengagemang is based in Stockholm, Sweden, and its B shares are admitted to trading on Nasdaq Stockholm, Sweden (ticker: PENG B). For more information, visit www.pe.se.

Governing law and disputes

Swedish law is applicable on the Offer as well as the agreements entered into between Sweco Sverige and Projektengagemang’s shareholders as a result of the Offer. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by Swedish courts, with the Stockholm District Court (Sw. Stockholms tingsrätt) as the court of first instance.

The Offer is subject to the Takeover Rules and the Swedish Securities Council’s statements on the interpretation and application of the Takeover Rules. Sweco Sverige has contractually undertaken towards Nasdaq Stockholm to fully comply with the Takeover Rules, and to submit to any sanctions that may be imposed on Sweco Sverige by Nasdaq Stockholm in the event of a breach of the Takeover Rules.

Advisors

DNB Carnegie Investment Bank AB is sole financial advisor and Nord Advokater and Advokatfirman Lindahl are legal advisors to Sweco Sverige in connection with the Offer. Skandinaviska Enskilda Banken AB is financial advisor and White & Case is legal advisor to Projektengagemang.

Information about the Offer

Information regarding the Offer is made available at DNB Carnegie’s website for prospectuses and offering documents (www.carnegie.se) and on Sweco AB's (publ) website (www.swecogroup.com).

Questions regarding the Offer

For enquiries, please contact: DNB Carnegie on the following number: +46 (0)8 5886 94 88, or the following contact person at the Sweco Group:

Anna E Olsson, Head of Press, Sweco Group, +46705573326, anna.e.olsson@sweco.se.

___________________

Sweco Sverige discloses the information provided herein pursuant to the Takeover Rules.

The press release is published simultaneously by Sweco AB (publ) and Sweco Sverige, and as far as Sweco AB (publ) is concerned, the press release relates to the disclosure of information that qualifies, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

The information was submitted for publication through the agency of the contact person set out above on 4 June 2025, 7.30 am CET.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations or otherwise contemplated in connection with the Offer.

This press release and any other documentation related to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Sweco Sverige. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States. This includes, but is not limited to e-mail, social media, telephone, the internet, and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States or by persons located or resident in any of these jurisdictions. Accordingly, this press release and any other documentation related to the Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States or to or any persons from, located or resident in any of these jurisdictions.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within any of these jurisdictions will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Belarusian, Canadian, Hong Kong, Japanese, New Zealand, Russian, Singaporean, South African, U.S. person, not being located or participating in the Offer from Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States and not acting on a non-discretionary basis for a principal in any of these jurisdictions, or that is located in or giving order to participate in the Offer from any of these jurisdictions. Sweco Sverige will not deliver any consideration relating to the Offer to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States.

Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or the United States must not forward this press release or any other document related to the Offer to such persons.

The “United States” and “U.S.” in this section refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).

The Offer, the information and documents contained in this press release are not being made, and have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). The communication of the information and documents contained in this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (Sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Information in this press release relating to future events or circumstances, including information regarding future results, growth and other projections as well as benefits of the Offer, are forward-looking information. Such information may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions.

By its nature, forward-looking information involves risk and uncertainty, because it relates to events which depend on circumstances that may occur in the future. Due to several factors, of which a number of them are outside Sweco Sverige’s control, there are no guarantees to that actual results will not materially differ from the results expressed or implied by the forward-looking information. Any such forward-looking information only applies as per the date it was given and Sweco Sverige has no obligation (and undertakes no such obligation) to update or revise it, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.