PO Box 70368
SE-107 24 Stockholm, Sweden
+46 8 787 17 00
info@proffice.se
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PRESS RELEASE
Stockholm
2008-03-19
Notice of Annual General Meeting of Proffice AB (publ)

Shareholders in Proffice AB (publ), corporate identity no. 556089-6572 (“The Company”) are herewith invited to attend the Annual General Meeting on Wednesday 16 April 2008 at 17.00 in the World Trade Center, Klarabergsviadukten 70, Stockholm, Sweden. Registration will commence at 16.30.

Notification of intention to participate
Shareholders who wish to participate in the Meeting shall
be entered in the register of shareholders maintained by VPC AB (“VPC”) by Thursday 10 April 2007, and
notify the company in writing of their intention to participate in the Annual General Meeting by no later than 16.00 on Thursday 10 April 2008. Address: Proffice AB (publ), Shareholder Service, PO Box 70368, SE-107 24 STOCKHOLM, Sweden or by telephone: +46 8 787 17 00, by telefax +46 8 553 419 15 or by e-mail: info@proffice.se. With notification, shareholders must include their name, address, personal/corporate identity number and telephone number as well as the number of shares represented.

Shareholders whose shares are registered under a nominee name must temporarily re-register them in their own names with VPC. Such registration must be completed with VPC by Thursday 10 April 2007. This means that shareholders who require such re-registration must notify their nominee well ahead of this date.

Shareholders or representatives of shareholders can take a maximum of two assistants to the Annual General Meeting. Assistants to shareholders can only be taken to the Annual General Meeting if the shareholder of the Company gives notification of the number of assistants in the manner stated above for notification of the shareholder’s participation.

Shareholders represented by a representative shall issue the representative with authorisation. The original authorisation must be sent to the Company at the above address in good time before the Annual General Meeting. An authorisation form is available at the company web site www.proffice.com and will be sent without cost to those shareholders who request them and provide the Company with their postal address or e-mail.

Representatives for legal person shall also submit certified copies of the certificate of incorporation or corresponding authorisation documents.

Number of shares
At the time of this notification, the total number of shares was 69,723,773 and the total number of votes was 105,723,773.

Business and proposed agenda for Annual General Meeting
1. Opening of Meeting and election of Chairman of Meeting.
2. Preparation and approval of voting list.
3. Election of at least one adjuster to approve the minutes of the Meeting.
4. Resolution concerning the due convening of the Meeting.
5. Approval of agenda.
6. Presentation of the annual report and the auditors’ report, and consolidated financial statements and the consolidated auditors’ report. (Under this item the CEO will submit a statement on operations.)
7. Resolution
 a) concerning the adoption of the parent company’s profit and loss account and balance sheet, and the consolidated profit and loss account and balance sheet,
 b) concerning the proposed treatment of the company’s unappropriated earnings or losses as stated in the adopted balance sheet,
 c) concerning the discharge of the members of the Board and the CEO from liability.
8. Decision on the number of Board members
9. Decision on the fees to be paid to the Board.
10. Information in accordance with chapter 8 § 48 of the Swedish Companies Act (2005:551) on the positions held by Board members in other companies.
11. Election of the Board.
12. Nomination committee – election of members of nomination committee and decision on the task.
13. Board’s proposal regarding decision on guidelines for remuneration of senior executives.
14. Board’s proposal regarding authorisation of the Board to reach decisions on new share issues.
15. Closure of the Meeting.

Proposals for decisions
7 b.  Dividend
For the financial year 2007, the Board proposes that no dividend be paid to shareholders.

1, 8, 9, 11.  Board members etc.
Proffice’s nomination committee, which consists of Christer Hägglund, Christiania Compagnie B.V., Jan Andersson, Swedbank Robur Fonder och Carina Lundberg Markow, Folksam,, proposes: (i) the Chairman of the Board, Christer Sandahl, to chair the Meeting, (ii) that the Board shall consist of five Board members elected by the Annual General Meeting, (iii) that the fee to be paid to the Board be fixed at SEK 1,200,000, of which SEK 400,000 shall be paid to the Chairman of the Board and SEK 200,000 to each of the remaining members elected by the Annual General Meeting and who is not an employee of the Company. It is proposed that a fee shall be paid to the auditor against an approved invoice. (iv) It is proposed that Karin Eliasson, Lars Murman, Christer Hägglund, Christer Sandahl and Gunilla Wikman be re-elected to the Board. The Nomination Committee proposes that Christer Sandahl be elected Chairman.

Shareholders representing 54 per cent of the total number of votes in the Company have declared their support for the Nomination Committee’s aforementioned proposals.

12. Nomination Committee
Shareholders representing 54 per cent in aggregate of the total number of votes in the Company have declared that they will propose the following to the Annual General Meeting for resolution:

- That the Company shall have a nomination committee consisting of one representative of each of the three largest shareholders. If any shareholder should waive their right to elect a representative, the shareholder who is thereafter the largest shareholder shall elect a representative. The names of the three shareholder representatives and of the shareholders they represent shall be publicised on the Company’s website no later than six months before the Annual General Meeting in 2008. The decision concerning which are the three largest shareholders shall be based on the known number of votes immediately before publication. The Nomination Committee’s term extends to the point where a new nomination committee is elected. If nothing to the contrary is agreed by the members, the chairman of the Nomination Committee shall be the member who represents the largest shareholder.  The majority of the Nomination Committee must not be members of the Board of Directors and the Chairman of the Board must not be the Chairman of the Nomination Committee.

- If, during the term of the Nomination Committee, one or more of the shareholders as elected members of the Nomination Committee no longer belong to the three largest shareholders, the members elected by these shareholders shall give up their places and the shareholder or shareholders who become one of the three largest shareholders shall elect their representatives. However, no changes shall be made to the composition of the Nomination Committee unless there are special circumstances, if marginal changes to the number of votes have occurred or changes occur more than two months before the Annual General Meeting. Shareholders who elected a representative as a member of the Nomination Committee are entitled to dismiss such member and elect a new representative as a member of the Nomination Committee. If a member leaves the Nomination Committee before its work has been completed, the shareholder who elected the member is entitled to elect a replacement. Changes to the composition of the Nomination Committee shall be publicised on the Company’s website as soon as a change has occurred.

- The Nomination Committee shall put forward recommendations on the following issues to be presented to the Annual General Meeting in 2008 for its decision:
(a) proposed Board of Directors,
(b) proposed Chairman of the Board,
(c) proposed Board fees to be paid to members of the Board not employed by the company, divided between the Chairman and other members of the Board and remuneration for committee work,
(d) proposed auditors’ fees, and
(e) proposed chairman at Annual General Meeting.

The proposals shall be included in the notice of the Annual General Meeting and publicised on the Company’s website.

- Information on how shareholders can submit proposals to the Nomination Committee shall be posted on the Company's website.

- The Nomination Committee, in connection with its other tasks, shall discharge the information which according to the corporate governance code depends on the Nomination Committee and the Company, at the request of the Nomination Committee, shall provide personnel, such as secretaries, to the Nomination Committee to facilitate the Nomination Committee’s work. According to need, the Company shall also take responsibility for reasonable costs for external consultants considered necessary by the Nomination Committee for the Nomination Committee to discharge its task.

13.  Board’s proposal regarding decision on guidelines for remuneration of senior executives.
The Board proposes that the Annual General Meeting pass a resolution to establish the following guidelines for remuneration of senior executives.

Proffice shall offer total compensation adjusted to conditions on the market that will make it possible for senior executives to be recruited and retained. The term senior executive refers to members of Proffice's Group Management. Remuneration of the Chief Executive Officer and other senior executives is composed of a fixed salary and a variable component. The fixed component is made up of the salary, pension provisions and other benefits, e.g. car allowance. The variable component is made up of a bonus and warrants.

For the CEO, and the other senior executives, the annual variable shall be maximized and may never exceed their fixed annual salary. The variable component is based on the attainment of financial goals on group and individual level.

The basis principle concerning pension solutions is that the conditions should be in line with the prevailing market terms of the country in which the managerial executive is permanently domiciled. The retirement age is 65 years. For the CEO, the company shall set aside an amount corresponding to 25 per cent of the CEO’s pensionable annual salary for pension and insurance solutions. Pension benefits for other officers of the company shall be defined-contribution pensions and largely in line with the general pension plan.

The CEO’s period of notice is 12 months on the Company’s part and 12 months on the CEO’s part. In addition to this, if the Company gives notice of termination, the CEO is entitled to severance pay amounting to one year’s salary. For other senior executives, the notice of termination is 12 months maximum on the Company’s part and 6 months on the employee’s part.

14.  Board’s proposal regarding authorisation of the Board to reach decisions on new share issues.
The Board proposes that the Annual General Meeting should authorise the Board, for the period until the next Annual General Meeting, to make decisions on new share issues of a maximum of 7,000,000 Series B shares involving an increase in the Company’s share capital of a maximum of SEK 1,750,000. It should be possible for shares to be issued with the purpose of completing or financing the acquisition of the whole or part of other companies or operations, through new share issues without departure from shareholders’ preferential rights or through non-cash or offset issues with departure from shareholders’ preferential rights. In each case, the issue price shall be set as near to the market value as possible. It is proposed that the Board, or person appointed by the Board, should be entitled to make minor changes to the above decision that may be caused by registration of this with the Swedish Companies Registration Office.

___________________

Documents
A full set of accounts and the auditors’ report are available to shareholders at the Company’s office and on the Company’s website and can be sent by post to those shareholders who request them and provide the Company with their postal address, from April 2, 2008.
___________________

Stockholm, March 2008
Proffice AB (publ)
Board of Directors


This is a translation of a Swedish text. In case of any discrepancy between the Swedish and the English text the Swedish text will prevail.

For more information
Lars Wahlström, CEO Proffice AB, phone: +46 8 787 17 00

Proffice is the specialised flexible staffing company with more than 12,000 employees in the Nordic region. We provide temporary staffing, recruitment services, and career & development programs. Proffice is a Small Cap company on the OMX Nordic Exchange in Stockholm.

The above information is such that Proffice AB is obligated to disclose in accordance with the Swedish Securities and Clearing Operations Act and/or the Financial Instruments Trading Act.



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