Statement from the independent bid committee of Projektengagemang in relation to the public takeover offer by Sweco Sverige

This statement is made by the independent bid committee (the “Bid Committee”) of the board of directors of Projektengagemang Sweden AB (publ) (“Projektengagemang” or the “Company”)pursuant to Rule II.19 of the Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”).

Background

Sweco Sverige AB, an indirect wholly owned subsidiary of Sweco AB (publ), (“Sweco” or the “Offeror”) has today announced a public offer to the shareholders of Projektengagemang to tender all their shares in the Company to the Offeror at a price of SEK 15 in cash per share, regardless of share class (the “Offer”). The total value of the Offer amounts to SEK 360,847,515.[1] Projektengagemang’s B-shares are listed on Nasdaq Stockholm, Small Cap.

The price per share in the Offer represents a premium of approximately:

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

The Company’s shareholders, Projektengagemang Holding i Stockholm AB, Per-Arne Gustavsson, G-Trading AB, LK Finans Aktiebolag, Peter Sandberg, Heroine Holding AB, Protector Forsikring ASA, Zirkona Aktiebolag, Thord Wilkne, Kurt O Eriksson and Elisabeth Eriksson, representing in total 4,705,176A-shares and 10,358,541 B-shares, corresponding to approximately 62.62percent of the outstanding[2] shares and approximately 80.79 percent of the outstanding votes in Projektengagemang, have undertaken to accept the Offer, subject to the conditions set out under “Undertakings to accept the Offer” below.

The acceptance period of the Offer is expected to commence on or around 5 June 2025 and expire on or around 11 July 2025. The Offeror has reserved the right to shorten and extend the acceptance period.

The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that the Offeror becomes the owner of shares representing more than 90 percent of the total number of shares in Projektengagemang and the receipt of all regulatory, governmental or similar clearances, approvals decisions, and other actions from authorities or similar, including from competition and foreign direct investment authorities, that are necessary for the Offer and the acquisition of Projektengagemang, in each case on terms which, in the Offeror’s opinion, are acceptable. The Offeror has reserved the right to waive, in whole or in part, the conditions for completion of the Offer, without any right of withdrawal for shareholders other than as provided by applicable law.

Bid Committee’s assessment

Four of Projektengagemang’s board of directors, Per-Arne Gustavsson, Per Göransson, Lars Erik Blom and Peter Sandberg have such a connection to the shareholders Projektengagemang Holding i Stockholm AB, G-Trading AB, LK Finans Aktiebolag and Heroine Holding AB, who have irrevocably undertaken to accept the Offer. 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. Given this, the above-mentioned 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 issuance of this statement. The board of directors has, due to the conflicts of interest of Per-Arne Gustavsson, Per Göransson, Lars Erik Blom and Peter Sandberg, appointed an independent bid committee consisting of the independent board members Jon Risfelt and Carina Malmgren Heander to represent Projektengagemang in all matters relating to the Offer.

At the written request of the Offeror, the Company has permitted the Offeror to conduct a confirmatory due diligence review of Projektengagemang in connection with the preparations of the Offer. Sweco has not received any inside information in connection with this due diligence investigation.

The board of directors of Projektengagemang has engaged White & Case as legal advisor and Skandinaviska Enskilda Banken AB (publ) as financial advisor in connection with the Offer.

The Bid Committee has obtained an independent statement regarding the valuation of the Offer (a so-called “Fairness Opinion”) from BDO Mälardalen AB (“BDO”) in accordance with Rule II.19 and III.3 of the Takeover Rules. According to the Fairness Opinion, which is attached as an appendix to this press release, BDO deems the Offer made to the shareholders of Projektengagemang to be fair from a financial point of view, based on the assumptions and considerations set forth therein. BDO will receive a fixed fee regardless of the size of the offer consideration, the degree of participation in the Offer and completion of the Offer.

The Bid Committee has evaluated various factors pertaining to the fairness of the Offer, including the Company’s historical share prices and valuation levels, fundamental valuation analysis, comparisons with listed peers and premiums in prior public offers, and concurs with the assessment made in the Fairness Opinion provided by BDO. Accordingly, the Bid Committee unanimously recommends the shareholders of Projektengagemang to accept the Offer.

Undertakings to accept the Offer

Sweco has received undertakings to accept the Offer from the following shareholders in Projektengagemang:

• Per-Arne Gustavsson and Per Göransson, through Projektengagemang Holding i Stockholm AB,with a total holding of 4,391,676 A-shares and 882,426 B-shares, corresponding to approximately 21.92 percent of the outstanding shares and approximately 63.04 percent of the votes in Projektengagemang;
• Per-Arne Gustavsson,with a total holding of150,135 B-shares, corresponding to approximately 0.62 percent of the outstanding shares and approximately 0.21 percent of the votes in Projektengagemang;
• Per Göransson, through G-Trading AB,with a total holding of4,500 A-shares, corresponding to approximately 0.02 percent of the outstanding shares and approximately 0.06 percent of the votes in Projektengagemang;
• Lars Erik Blom, through LK Finans Aktiebolag, with a total holding of1,884,344 B-shares, corresponding to approximately 7.83 percent of the outstanding shares and approximately 2.65 percent of the votes in Projektengagemang;
• Peter Sandberg,with a total holding of180,000 A-shares and 45,500 B-shares, corresponding to approximately 0.94 percent of the outstanding shares and approximately 2.60 percent of the votes in Projektengagemang;
• Peter Sandberg, through Heroine Holding AB, with a total holding of129,000 A-shares and 12,750 B-shares, corresponding to approximately 0.59 percent of the outstanding shares and approximately 1.83 percent of the votes in Projektengagemang;
• Protector Forsikring ASA, with a total holding of4,304,559 B-shares, corresponding to approximately 17.89 percent of the outstanding shares and approximately 6.06 percent of the votes in Projektengagemang;
• Per Granath, through Zirkona Aktiebolag, with a total holding of1,571,402 B-shares, corresponding to approximately 6.53 percent of the outstanding shares and approximately 2.21 percent of the votes in Projektengagemang;
• Thord Wilkne,with a total holding of500,000 B-shares, corresponding to approximately 2.08 percent of the outstanding shares and approximately 0.70 percent of the votes in Projektengagemang;
• Kurt O Eriksson, himself and through MÖZ AB,with a total holding of620,151 B-shares, corresponding to approximately 2.58 percent of the outstanding shares and approximately 0.87 percent of the votes in Projektengagemang; and
• Elisabeth Eriksson,with a total holding of387,274 B-shares, corresponding to approximately 1.61 percent of the outstanding shares and approximately 0.54 percent of the votes in Projektengagemang.

The undertakings comprise a total of 4,705,176 A-shares and 10,358,541B-shares in Projektengagemang, corresponding to approximately 62.62 percent of the outstanding shares and approximately 80.79 percent of the outstanding votes in the Company.

The undertakings are valid regardless of whether a higher competing bid is announced for Projektengagemang. The undertakings will automatically expire on 5 September 2025 unless Sweco has acquired the shares covered by the undertakings before that date, or if the Offer is withdrawn or expires.

Impact on Projektengagemang and its employees

In accordance with the Takeover Rules, the Bid Committee is required, on the basis of Sweco’s statement in the press release announcing the Offer, to present its opinion regarding the impact that the implementation of the Offer will have on Projektengagemang, particularly on terms of employment, and its opinion regarding Sweco’s strategic plans for the Company and the effect it is anticipated that such plans will have on employment and on the locations where Projektengagemang operates. In this regard, Sweco has stated, among other things, the following:

Sweco Sverige places great value on 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 Bid Committee assumes that this description is accurate and has for relevant purposes no reason to adopt a different opinion.

For further information about the Offer, see www.swecogroup.com.

Other

Swedish law applies to this statement and the statement shall be construed accordingly. Disputes arising pursuant to this statement are to be settled exclusively by Swedish courts.

For further information:

Jon Risfelt, Board member
Email: jon@risfelt.se

Fredrik Hielscher, Press officer
Mobile: +46 76 778 78 35
E-mail: fredrik.hielscher@pe.se

[1] Exclusive of 499,176 B-shares held in treasury by Projektengagemang.

[2] Based on the number of outstanding shares in Projektengagemang. References to outstanding shares and votes in Projektengagemang in this press release refer to 24,056,501 shares and 71,061,017 votes, i.e. excluding 499,176 own B-shares held by Projektengagemang.Projektengagemang has informed Sweco Sverige that the correct number of votes is 71,061,017, and that Projektengagemang has submitted a request for correction to the Swedish Companies Registration Office regarding a minor registration error concerning the distribution between A and B shares in Projektengagemang.

This disclosure contains information that Projektengagemang is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 04-06-2025 07:35 CET.

About Projektengagemang
Projektengagemang is one of Sweden's leading consulting groups with a focus on buildings and their surroundings. The operational activities are conducted within the company PE Teknik & Arkitektur, which generates an annual turnover of approximately SEK 800 million. As urban developers, PE Teknik & Arkitektur creates innovative and sustainable solutions that contribute to the development and renewal of society. Learn more at www.ir.pe.se/en.

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