presentation sweco and grontmij to media and analysts 1 june 2015

1

Sweco acquires Grontmij

Creating the leading

European engineering

consultancy

Sweco will make a recommended public offer to buy all

shares in Grontmij. In other words: Sweco and Grontmij

will combine to form the leading engineering

consultancy on the European market. We are taking a

major step towards becoming Europes most respected company in the industry. Not just in sales but more importantly as the first choice for customers, employees

and other stakeholders.

WHY COMBINE? Because Sweco and Grontmij are an

excellent fit geographically, operationally and culturally.

Together, Sweco and Grontmij will

have a consolidated leadership

position in the Northern European

markets. We will have an unrivalled

base of competence, and be able to

take on the industrys most complex and challenging projects.

3

Todays topics

Introduction

Sweco in brief

Grontmij in brief

The combined company

The transaction

Creating the leading European engineering consultancy Creating the leading European engineering consultancy

Creating the leading European engineering consultancy

5

Sweco will make a recommended public offer for all ordinary shares in Grontmij

Leveraging a near-perfect fit: geographically, operationally and culturally

Value creation through operational improvements

Establishing new growth platforms in the attractive Northern European region

Strengthening the value proposition to customers

Developing and attracting key talent

Taking a major step towards becoming Europe s most respected company in our industry


A new market leader

6

Note 1) Excluding France 2) Aecom 2014Q3 LTM, URS FY2013

European turnover (FY 2014, EUR bn)

1.2

1.7

0.7

0.7

1.1

1.1

0.9

0.9

Rambll

COWI

Aecom + URS2

Fugro

Grontmij1

Arcadis

Mott MacDonald

Atkins

Sweco

F

Sweco

0.9

1.0

0.9


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Geographical footprint

#1 on the European market leading positions in 6 individual countries

A consolidated footprint that enables Proximity governance

Cultural similarities and potential for cross border cooperation

Potential to leverage strong cash flow from the Nordics to pursue strategic

opportunities in Northern Europe


#

1

#3

#3

#

1

#

3

#2

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Todays topics

Introduction

Sweco in brief

Grontmij in brief


The transaction


Sweco in brief

#1 in the Nordics

#4 on the European market

8,500 employees

Total sales of EUR 1.0 billion


9

Sweco plans and designs the communities and cities of the future

Design the worlds most modern bio product mill for

Mets Fibre

Architectural design and

engineering at the ESS

research facility

Planning and designing

light-rail in Bergen


10

Detailed design of the City of

Pragues water supply system

Design new metro line in

Stockholm

Long term and profitable growth

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Net sales Operating profit SEK M SEK M

CAGR 14% CAGR 21 %


~ 100 firms successfully acquired and integrated in past decade

12

Todays topics

Introduction

Sweco in brief

Grontmij in brief


The transaction


Grontmij in brief

Strong European presence

Approximately 6,0001 employees

Total sales of EUR 0.71 billion

1) Excluding operations in France


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Grontmij makes a lasting contribution to a changing world

Improve national road network

Converting Skearbaeck power

station into a fully sustainable

power station

Improve Ring road Antwerp

Preparation comprehensive

flood risk management plan for

Poland

Installation of worlds largest waste-water heat pump

Making the energy network

ready for a sustainable

future


14

Long and proud history, recent challenges

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Back on Track strategy since 2012

Continued challenges remained

Unfavorable market situation, especially in the Netherlands

Consequences of problematic acquisition France

Long term strategic challenge

Need for investments in growth and future operational improvements

Grontmij lacks the financial strength


Over the past year, Grontmij reviewed its strategic options

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Start strategic review: all options open

Acquisition by a

strong partner

selected

Q1 Q2 Q3 Q4 Q1 Q2

Discussions with selected parties

Intensified

discussions

Sweco offer acceptable to proceed

Reciprocal Due

diligence

Major Shareholders support

2014 2015

Today

17

Todays topics

Introduction

Sweco in brief

Grontmij in brief


The transaction



18

Accelerate strategies

Acquisition-driven growth

Operational improvements

Unrivalled competence base

Company high-lights

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Strengthening the value proposition to customers

Unrivalled competence base

Ability to take on the most complex and challenging projects

Complementary competences


20

Developing and attracting key talent

Strengthened ability to attract key talent

Even more opportunities for development and growth

Part of a high performing organization


21

Todays topics

Introduction

Sweco in brief

Grontmij in brief


The transaction


Key terms of the offer

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Sweco will make a recommended public offer for all outstanding shares in Grontmij

Recommended by Grontmijs Executive Board and Supervisory Board

Irrevocably committed by shareholders for 45% of the share capital of Grontmij

EUR 1.84 in cash plus 0.22195 Sweco B shares per Grontmij share

Valued at EUR 4.66 per Grontmij share based on May 29 closing price

Total equity value of Grontmij EUR 354 million

Represents a compelling offer to Grontmij shareholders

21.7% premium to May 29 closing price of EUR 3.83

2015 Q1 LTM EV/EBITDA adj. 14.1x

Further potential from value creation of the combination


Projected mid-term financial effects

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EUR 271 million annually from synergies and operational improvements

~ 50% from synergies (HQ, IT, Sweden)

~ 50% from accelerated operational improvements

90% of synergies and operational improvements realized in the first four years after completion

Additional upside from utilization of tax losses and lower financing costs

EUR ~50 million in one off costs impacting EBITA

EPS accretive latest in second year after completion

Note 1) Compared to 2014 cost base line


Financing

24


61% of offer in equity (EUR 214 million) Financed through issuance of new shares

39% of offer in cash (EUR 140 million)

Initially financed through a bridge facility

Rights issue post settlement to largely take out the bridge facility

Certainty of funds

Rights issue irrevocably committed by Swecos two largest shareholders representing 45% of the economic rights in Sweco

Fully committed debt financing for the combined entity

Integration plan and principles

25

Joint company to be headquartered in Stockholm, listed on Nasdaq OMX

The new company will have the Sweco name and brand

Business structure based on geographies Swecos Executive Team is expanded with three new members from Grontmij

Current Grontmij country management will remain in position key staff managers will be offered positions in new organization

Grontmijs executive board will step down and support the integration process

Combining best practices and competencies - best person for the job principle used in cases of overlap

Work with joint integration plans to be commenced immediately


Indicative timetable

26

Launch of the Offer / publication of offer memorandum July 2015

EGM Sweco August 2015

EGM Grontmij August 2015

Closing of the acceptance period September 2015

Rights issue 2015


27

Near-perfect fit

Value creation through synergies and operational

improvements

Strengthened value proposition to customers

Enhanced opportunities for employees


Appendix

28

Summary

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Near-perfect fit

Value creation

through profit

improvements

Strengthened

value proposition

to customers

Enhanced

opportunities for

employees

Highly complementary geographic footprints in an attractive region

Benefits of similar governance models and culture

Solid platform for growth in Northern Europe

EUR 27 million in annual synergies and operational improvements

EPS accretive in the second year after closing

EUR 50 million integration cost impacting EBITA

Unrivalled competence base enhanced ability to serve customers

Ability to take on the most complex and challenging projects

Complementary competences

Strengthened ability to attract key talent

Expanded resources and international reach enhance opportunities for employee development and growth

Part of a high performing organization


Key offer conditions

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Key offer conditions Statutory squeeze-out will be initiated if 95% of the outstanding shares are acquired If 80% of the outstanding shares are acquired a cross-border merger is pursued Approval from the relevant antitrust authorities, works council and trade unions Divestment of France Sweco shareholders to approve the transaction and issuance of new shares

Deal protection Competing offer threshold: 9%, subsequent 4.5% Two-way break fee 0.85% of total offer consideration

Full certainty of funds with committed documentation in place

Irrevocables from two main Sweco shareholders (56% of voting rights) Committed to vote in favor of all resolutions required and to pro rata participate in rights issue

Irrevocably committed by Grontmij largest shareholders for 45% of the share capital of Grontmij


Key financials

31

FY 2014 (EURm) Grontmij1 Sweco Combined

Total sales 659.1 1,012.9 1,672.0

EBITDA 17.7 106.1 123.8

% margin 2.7% 10.5% 7.4%

EBITA excluding e/o items 22.7 89.5 112.2

% margin 3.4% 8.8% 6.7%

Employees (FTEs) 6,000 8,500 14,500

Employees (headcount) 6,500 9,000 15,500


Exchange rate SEK/EUR 9.0968 (average 2014)

Note: Grontmij financials excluding France

1) Grontmij accounts adjusted to follow the Sweco P&L definitions

Source: Annual accounts of Sweco and Grontmij, Sweco analysis

Key financials

32

FY 2014 (SEKm) Grontmij1 Sweco Combined

Total sales 5,995.8 9,231.7 15,209.5

EBITDA 161.0 964.8 1,125.8

% margin 2.7% 10.5% 7.4%

EBITA excluding e/o items 206.1 814.5 1020.6

% margin 3.4% 8.8% 6.7%

Employees (FTEs) 6,000 8,500 14,500

Employees (headcount) 6,500 9,000 15,500

Exchange rate SEK/EUR 9.0968 (average 2014)

Note: Grontmij financials excluding France

1) Grontmij accounts adjusted to follow the Sweco P&L definitions

Source: Annual accounts of Sweco and Grontmij, Sweco analysis


Sweco largest shareholders

33

Shareholder A-shares B-shares Total Number of

Shares Votes % Holding %

Familjen Nordstrm 5,197,116 8,813,927 14,011,043 34.39 % 15.16 %

Investmentaktiebolaget Latour 1,222,760 27,775,000 28,997,760 22.63 % 31.38 %

Richerts Minne, Stiftelsen J Gust 1,769,420 168,511 1,937,931 10.11 % 2.10 %

Nordea Investment Funds 10,000 3,989,555 3,999,555 2.31 % 4.33 %

Lannebo fonder 0 4,001,569 4,001,569 2.26 % 4.33 %

JPM CHASE NA 0 3,856,030 3,856,030 2.18 % 4.17 %

Swedbank Robur fonder 0 3,224,209 3,224,209 1.82 % 3.49 %

hman, Anders 250,000 200,000 450,000 1.53 % 0.49 %

Odin Sverige AksjefondetT 0 2,080,879 2,080,879 1.18 % 2.25 %

KAS Bank Client ACC 0 1,998,744 1,998,744 1.13 % 2.16 %


May 1st

Sweco share distribution

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From To Shareholders A-shares B-shares C-shares Total Number of

Shares Votes % Holding %

1 - 500 4,829 54,304 830,771 0 885,075 0.78 % 0.96 %

501 - 1000 1,270 36,150 1,002,899 0 1,039,049 0.77 % 1.12 %

1001 - 5000 1,514 120,403 3,317,565 0 3,437,968 2.56 % 3.72 %

5001 - 10000 247 105,505 1,740,183 0 1,845,688 1.58 % 2.00 %

10001 - 15000 85 75,141 984,201 0 1,059,342 0.98 % 1.15 %

15001 - 20000 46 19,900 803,847 0 823,747 0.57 % 0.89 %

20001 - 187 8,956,761 73,469,217 900,000 83,325,978 92.76 % 90.16 %

Total 8,178 9,368,164 82,148,683 900,000 92,416,847 100.00 % 100.00 %


May 1st

Dividend

Distribute at least half of profit

after tax to the shareholders

while maintaining a capital structure that permits develop -

ment of and investments in the

companys core business

Financial strength

Net debt shall be less

than 2 x EBITDA

..to achieve a cost effective

capital structure and enable

further value creating

acquisitions

Sweco financial policies

35

2001 1999 2002 2004 2009 2008 2003 2006 2000 2014 2012 1998 2010 2005 2013 2007 2011

CAGR: 18%

Sweco - Consistent track record of increasing dividends Dividend, SEK / share


36

Sweco - Leading to strong shareholder returns

Total return to shareholders Index 100 = 21 September 1998

*) SIXRX total return index

Source: SIX Financial information, Sweco analysis 37

5,500

5,000

4,000

4,500

2,000

3,500

500

3,000

2,500

1,500

1,000

0

Sweco B

+4,930%

(CAGR 26%)

SIX RX

+554%*

(CAGR 11%)

2000 2005 2010 2015


presentation sweco and grontmij to media and analysts 1 june 2015

Documents

northern european markets

sweco plans

brief grontmij

respected company

combined company

new market leader

detailed design

future design