The shareholders in Proffice AB (publ), coporate identity number 556089-6572, (the “Company”) are herewith summoned to the annual general meeting of shareholders on Thursday, April 6, 2006 at 5.00 p.m. at Garnisonen Konferens, Stora Hörsalen, Karlavägen 100, Stockholm, Sweden. Registration starts at 4.30 p.m.

Notification
Shareholders who wish to participate in the general meeting must

- be registered in the share register maintained by VPC AB (the Swedish Securities Register Centre) on Friday March 31, 2006,
- notify the Company of their intention to participate no later than at 4.00 p.m. on Friday March 31, 2006, by mail to the following address: Proffice AB (publ) , Aktieägarservice, P.O. Box 70368, SE-107 24 Stockholm, Sweden, or by telephone: +46 8 787 17 00, by fax: +46 8 553 419 15, or by e-mail to: info@proffice.com. The notification should include name, address, registration or corporate identity number, phone number and number of shares.

Shareholders whose shares are registered under a nominee must temporarily re-register their shares in such shareholder’s own name with VPC AB to be entitled to participate in the general meeting. Such re-registration must be effected at VPC AB not later than on Friday March 31, 2006. This means that shareholders who wish such re-registration must inform the nominee in due time prior to this date.

Shareholders, or proxies for shareholders, may be accompanied at the general meeting by not more than two assistants. Shareholders may only be accompanied by assistants at the general meeting if the shareholder notifies the Company of the number of assistants in the manner stated above for notification of participation by the shareholder.

Shareholders whose interests are represented by proxy must issue a power of attorney for such proxy. The original copy of the power of attorney should be sent to the Company at the above address in sufficient time prior to the general meeting. A representative for a legal entity must also send a duly witnessed copy of registration certificate or equivalent documents of authority.

Matters and proposed agenda for the general meeting

1. Opening of the general meeting and election of chairman at the general meeting.
2. Preparation and approval of voting list.
3. Election of at least one person to verify the minutes.
4. Determination of whether the general meeting has been properly convened.
5. Approval of the agenda.
6. Presentation of the annual report, the auditors’ report and the consolidated annual report and the auditors’ report on the consolidated annual report. (Under this matter, the managing director will give an account of the business of the Company.)
7. Resolution
a) regarding adoption of the profit and loss account and the balance sheet, the consolidated profit and loss account, and the consolidated balance sheet;
b) regarding dispositions of the Company’s  profit or loss according to the adopted balance sheet; and
c) regarding discharge from liability of the directors and the managing director
8. Resolution on the number of directors and deputy directors.
9. Determination of compensation to be paid to the board of directors and the auditors.
10. Information pursuant to chapter 8, section 48 of the Swedish Companies Act  (2005:551) concerning duties in other companies of the proposed members of the board of directors and, if any, of the deputy members.
11. Election of members and, if any, of deputy members of the board of directors and auditors.
12. Nomination Committee – Election of members of the Nomination Committee, and determination of the assignment of the Committee.
13. Proposal by the Board of Directors regarding authorization for the Board of Directors to resolve on new share issue.
14. Changes to the Articles of Association mainly pursuant to the  new Swedish Companies Act, which came into force on January 1, 2006.
15. Closing of the general meeting.

Proposed resolutions

7b. Dividend

The board of directors proposes that for the financial year 2005 no dividend shall be paid to the shareholders.

1, 8, 9, 11 Directors, etc.

Proffice’s Nomination Committee, which consists of Christer Hägglund, Christiania Compagnie B.v., Johan Lannebo, Lannebo Fonder and Ann Ahlberg, SEB Fonder, proposes (i) Anders Wallén, Partner Gernandt & Danielsson Advokatbyrå KB, as Chairman of the Meeting, (ii) that the board of directors shall consist of five directors elected by the general meeting and that no deputies shall be elected, (iii) that the remuneration to the board of directors is determined to be SEK 600,000 to be distributed as follows; SEK 200,000 to the Chairman of the Board and SEK 100,000 to each other member of the board not employed by the Company, and Auditor’s fee payable according to approved invoice, and (iv) re-election of Karin Eliasson, Christer Hägglund, Christer Sandahl, Gunilla Wikman, and as new member of the board, Lars Murman. Kenny Palmberg has declined re-election. The Nomination Committee proposes that Christer Sandahl is elected Chairman of the Board of Directors.

At the annual general meeting 2003 Torbjörn Hanson and Johan Kaijser, both authorised auditors with Ernst & Young AB, were elected as auditors. Torbjörn Hanson has announced that he will resign before the end of his term. The Nomination Committee thus proposes that both auditors resign before the end of their term, and to register the Audit company Ernst & Young AB as company auditor with Johan Kaijser, Authorised Auditor, as the Head Auditor for the rest of the term up till the annual meeting 2007.

Shareholders representing over 53 per cent of the total number of votes in the Company have notified that they support the proposition made by the Nomination Committee as above.

12. Nomination Committee

Shareholders representing over 53 per cent of the total number of votes have notified that they propose the following.

- That the Company shall have a Nomination Committee comprised of one representative from each of the three shareholders with the largest number of votes. If any shareholder wishes to abstain from exercising his right to appoint a representative, the shareholder who thereby becomes the shareholder with the largest number of votes shall appoint a representative. The names of the three owner representatives together with the names of the shareholders they represent shall be made public on the Company website not later than six months before the Annual General Meeting 2007. The decision shall be based on the known number of shareholder votes immediately before such publication. The term of the Nomination Committee shall continue until a new Nomination Committee has been appointed. Unless members agree on an alternative, the chairman of the Nomination Committee shall be that member who represents the shareholder with the largest number of votes. The majority of the committee members shall not be board members and the Chairman of the Board shall not be appointed to chair the Nomination Committee.

- That if, during the term of the Nomination Committee, one or more of the shareholders who have appointed members of the Nomination Committee are no longer among the three shareholders with the largest number of votes, the members appointed by these shareholders shall offer their places for re-appointment and the shareholder/s subsequently classed among the three shareholders with the largest number of votes shall be entitled to appoint their representatives. Unless there are special reasons, no changes shall, however, be made to the composition of the Nomination Committee if only marginal changes have occurred in the number of votes or a change has occurred less than two months before the Annual General Meeting. A shareholder who has appointed a representative as member of the Nomination Committee shall be entitled to remove that representative and to appoint a new representative as member of the Nomination Committee. If a representative chooses to leave the Committee before the end of the term, the shareholder who has appointed that representative is entitled to appoint a new representative. Changes in the composition of the Nomination Committee shall be made public on the Company website as soon as they take place.

The Nomination Committee shall produce proposals concerning the following items to be presented to the Annual General Meeting of 2007 for resolution:
(a) nominations for the Board,
(b) nominations for Chairman of the Board,
(c) proposals for remuneration to non employed Board members, divided between the Chairman and other
members of the Board, and for remuneration for committee work
(d) proposals for chairman of the Annual General Meeting

The propositions shall be included in the Notice of the Annual General Meeting of Shareholders, and shall be made public at the Company website.

- That information regarding shareholders’ right to leave propositions to the Nomination Committee should be made public on the Company web site.

- That the Nomination Committee in its future work shall fulfil the duties that according to the Swedish Code of Corporate Governance fall upon the Nomination Committee and that the company at the request of the Nomination Committee shall provide personnel resources such as a secretarial function in the Nomination Committee in order to facilitate the work of the committee. Where the need arises, the company shall also pay reasonable expenses for external consultants considered by the Nomination Committee to be necessary for the committee to fulfil its duties.

13. Proposal by the Board of Directors regarding authorisation for the Board of Directors to resolve on new share issue

The Board proposes that the General Annual Meeting mandates the Board to make decisions at one or more occasions during the period between now and the next Annual General Meeting regarding the issue of a total of no more than 6,800,000 B-shares, entailing a maximum increase of the company’s share capital of SEK 1,700,000. Shares may be issued for the purpose of carrying out or financing acquisitions, in whole or in part, of companies or businesses, by a cash issue with or without deviation from shareholders’ preferential rights, or by an issue in kind or an off-set issue. The price for each share shall in all cases be as close as possible to the market value of the shares with deduction for any discounts necessary to attract sufficient interest for subscription.

It is proposed that the Board or a representative appointed by the Board shall have the right to make any small adjustments to the decisions above necessary for the registration at the Swedish Companies Registration Office.

14. Amendments to the Bank’s Articles of Association.

The below proposed amendments of the Articles of Association is pursuant to The new Swedish Companies Act (2005:551) which came into force on 1 January 2006. A few additional minor changes without reference to the new Companies Act are included.

The amendments mainly refer to

- that the nominal amount per share will be deleted and the aggregate minimum and aggregate maximum number of shares will be specified,
- that shareholders will have the same preferential right in set-off issues as in the case of cash issues and this preferential right shall also apply where the Company decides to issue warrants or convertibles,
- that the possibility to elect deputy board members will be deleted,
- that an audit company may be elected as well as individual auditors as the company auditor
- that it will be specified that notice of General Meetings shall be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) as well as in Svenska Dagbladet.

A two third majority of given votes as well as represented votes is requested for a valid resolution of propositions according to items 13 and 14.
__________

Stockholm March 2006-03-09
Proffice AB (publ)
The Board

For more information, please contact
Lars Wahlström, CEO Proffice AB, phone: +46 8 787 17 00 or +46 73 3434 200, lars.wahlstrom@proffice.com

Please also see www.proffice.com

Proffice is the Nordic flexible staffing company. We have more than 10,000 employees and provide temporary staffing, recruitment services, outsourcing, and career & development programs. The Proffice share is listed on Stockholmsbörsen (Stockholm Stock Exchange).