Section 1 Company name
The name of the Company is Proffice AB. The Company is a public company (publ).

Section 2 Registered office
The registered office of the Company shall be in the municipality of Stockholm.

Section 3 Operations
The Company shall conduct business in the staffing industry. Activities include recruitment, employment and temporary hire of personnel, as well as other activities compatible therewith.

Section 4 The share Capital
The share capital of the company shall not be less than 10,000,000 Swedish Kronor and shall not exceed 40,000,000 Swedish Kronor

Section 5 The number of Shares
The number of shares shall not be less than 40 000 000 and not exceed 160 000 000.

Section 6 Classes of share
The share capital of the Company may consist of A and B shares. A shares may be issued to a number corresponding to not more than 100 per cent of the share capital. B shares may be issued to a number corresponding to not more than 100 per cent of the share capital. A shares carry ten (10) votes each, while B shares carry one (1) vote each.

Section 7 Conversion provision
At the request of a holder of A shares, such shares shall be convertible into B shares. Application to that effect is required to be submitted to the Board of Directors in writing, stating the number of shares to which the request refers. The Board of Directors shall, within three months of receiving such an application, consider the matter. Conversion shall be notified for registration without delay and will be deemed to have been effected once registration is complete.

Section 8 Preferential rights
If the Company decides to issue new A shares and B shares by a cash issue, or an issue with the right of offset, holders of A and B shares shall have preferential rights to subscribe for new shares of the same class, in proportion to the number of shares already held by the shareholder (primary preferential right). Shares not subscribed for under this primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If shares offered for sale in this way are not sufficient for the subscription under the subsidiary preferential right, the shares shall be distributed between those subscribing, in proportion to the number of shares already held, and to the extent this is not possible, by drawing lots.

If the Company decides to issue only A or B shares by a cash issue, or an issue with the right of offset, all shareholders, irrespective of whether they hold A or B shares, shall have preferential rights to subscribe for new shares, in proportion to the number of shares already held by the shareholder.

Should the Company decide to issue warrants or convertibles through a cash issue or an issue with the right of offset, the shareholders shall have preferential right to subscribe for warrants as if the issue concerned shares that may be subscribed for from the warrants respectively, have preferential right to subscribe for convertibles as if the issue concerned shares to which the convertibles may be converted.

The above provision shall not limit the right to make any decision on a cash issue with a disapplication of the preferential rights of the shareholders. In the event of an increase of the Company’s share capital through a bonus issue, new shares in each class shall be issued in proportion to the number of shares of each class already outstanding. In such an event, existing shares of a particular class shall carry entitlement to new shares of the same class, in relation to the holder’s proportion of share capital in the Company. This provision shall not limit the Company’s ability to issue shares of a new class by a bonus issue, subject to the necessary amendment of the Company’s Articles of Association.

Section 9 Board of Directors
The Board of Directors shall consist of no less than three and no more than eight members, with no more than three deputies. Members and any deputies are elected annually at the Company’s Annual General Meeting for the period until the end of the first Annual General Meeting the year after the election of the board members.

Section 10 Auditors
One or two auditors, and not more than the same number of deputies, or one or two registered auditing firms are elected at the Company’s Annual General Meeting.

Section 11 Notice of General Meeting
Notice of a General Meeting shall be published in the Official Swedish Gazette and in Svenska Dagbladet

Shareholders who wish to take part in the proceedings of a General Meeting are required both to be included in the printout of the entire shareholders’ register as at ten days before the meeting and to notify the Company of their intention to attend no later than 4.00 p.m. on the day stated in the notice of the General Meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not fall earlier than five working days before the General Meeting. At the General Meeting, shareholders may bring one or two advisors, but only if the shareholder has already notified the Company of his intention to do so in accordance with the provisions of the paragraph above.

Section 12 General Meeting
The following business shall come before the Annual General Meeting:
1. Election of Chairman for the General Meeting;
2. Preparation and approval of the voting list;
3. Election of at least one person to attest to the accuracy of the minutes;
4. Determination of whether the Meeting has been properly convened;
5. Approval of the agenda;
6. Presentation of the annual report and the auditors’ report and, when appropriate, of the consolidated financial statements and the auditors’ report on the consolidated financial statements;
7. Decision
a) regarding adoption of the profit and loss account and balance sheet and, when appropriate, of the consolidated profit and loss account and consolidated balance sheet;
b) regarding disposition of the Company’s profit or loss according to the balance sheet adopted; and
c) regarding discharge of the Directors and the Chief Executive Officer from liability.
8. Decision on the number of Directors and, when appropriate, on the number of auditors and deputies;
9. Determination of compensation paid to the Board of Directors and, when appropriate, to the auditors;
10. Information in accordance with Chapter 8,Section 48 of the Swedish Companies Act (2005:551) concerning the duties in other companies of proposed members of the Board of Directors;
11. Election of members of the Board of Directors and, when appropriate, of auditor(s) or deputies; and
12. Other business that may come before the General Meeting in accordance with the Swedish Companies Act or the Articles of Association. At a General Meeting, each person entitled to vote may vote for the full number of shares owned and represented by him without any limitation in voting rights.

Section 13 Financial year
The Company’s financial year shall be the calendar year.

Section 14 Reconciliation provision
The Company shares shall be registered in a register according to the law (1998:1479) concerning accounting of financial instruments.

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This English text is an unauthorised translation from the Swedish original. In the event of any discrepancies the Swedish text shall prevail.

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