Notice of Annual General Meeting of Proffice Aktiebolag (publ)

Regulatory News:

1. Notice of Annual General Meeting of Proffice Aktiebolag (STO:PROEB)

Shareholders in Proffice Aktiebolag (publ), corporate identity no. 556089-6572 ("the Company”), are hereby invited to attend the Annual General Meeting (AGM) on Thursday, 3 May 2012 at 3 pm at Scandic Sergel Plaza, Brunkebergstorg 9, Stockholm, Sweden.

Notice of intention to participate

Shareholders who wish to participate in the AGM must:

• Be registered with Euroclear Sweden AB by 26 April 2012, and
• Send notification to the Company to be received before 4 pm on Thursday, 26 April 2012 to one of the following: Proffice AB (publ), Shareholder Service, PO Box 70368, SE-107 24 Stockholm, Sweden, or by telephone: +46 8-787 17 00, Fax +46 8 553 419 15 or e-mail: ir@proffice.com.

When registering, shareholders must include their name, address, telephone number, civil identification or corporate identity number, the number of shares represented, and the names of any legal representatives. If participation is by proxy, the proxy form must be submitted prior to the AGM. Proxy forms in Swedish and English are available on the Company’s website at www.proffice.com.

Shareholders whose shares are registered under a nominee name must temporarily re-register them in their own names, in addition to registering their intention to participate in the AGM. For such registration to be completed by Thursday, 26 April 2012, shareholders should contact their banks or nominees well in advance.

Business and proposed agenda

1. Opening of the AGM and election of chairman for the meeting.

2. Preparing and approving voting list.

3. Approving the agenda.

4. Electing at least one person to verify the minutes.

5. Considering whether the AGM was duly convened.

6. Presenting the annual report, auditors’ report, consolidated accounts, and consolidated auditors’ report (the CEO will submit a statement on operations under this item).

7. Resolutions

a) Adopting the income statement, balance sheet, consolidated income statement, and consolidated balance sheet.

b) Appropriating the Company’s profit/loss per the adopted balance sheet.

c) the discharge of the members of the Board and the CEO from liability.

8. Determining the number of board members.

9. Determining board remuneration and auditors’ fees.

10. Informing as per Chapter 8, Section 48 of the Swedish Companies Act on positions held by proposed board members in other companies.

11. Electing the board and auditor.

12. Adopting principles for electing members to the nomination committee.

13. Determining remuneration guidelines for senior executives.

14. Authorising the board to make decisions on new share issues.

15. Authorising the board to make decisions on acquisitions and assignment of Company shares.

16. Closing the meeting.

Resolution proposals

Item 7b. The Board’s proposal for distribution of profits

The Board of Directors proposes dividend for 2011 of SEK 1.13 per share. The board proposes a record date of 8 May 2012 for the dividend. If the proposal is approved at the AGM, the dividend is expected to be paid by Euroclear Sweden AB on Friday, 11 May 2012.

Items 8, 9, 11, 12. Nomination committee’s proposal

The nomination committee, consisting of Joakim Rubin (Chairperson), CapMan Public Market Fund, Monica Eklöf Hägglund, Christiania Compagnie S.àr.l., Lars Murman, Kerstin Stenberg, Swedbank Robur Funds, och Jan Särlvik, Nordea Investment Funds, propose the following to the AGM:

(i) Lars Murman be appointed chairman of the AGM.

(ii) The board consist of six (6) members elected at the AGM.

(iii) Karin Eliasson, Christer Hägglund, Lars Murman, Cecilia Daun Wennborg, and Katarina Mellström be re-elected to serve on the board until the end of next AGM.

Joakim Rubin has declined re-election.

The nomination committee proposes that the AGM appoint Karl Åberg as new board member until the end of next AGM.

Karl Åberg is 32 years old and a Partner at CapMan Public Market, where he has worked since 2009. Karl Åberg has previously held positions at Handelsbanken Corporate Finance. Karl Åberg holds a Master of Science in Business and Economics from the Stockholm School of Economics.

Shares in Proffice: 0 Independent of company/management. Not independent of major shareholders.

(iv) Lars Murman be re-elected as board chairman until the end of next AGM.

(v) Fees to the board remain unchanged from last year, for a total of SEK 1,750,000, of which SEK 500,000 be paid to the chair and SEK 250,000 to each of the other board members. In addition, the nomination committee proposes that SEK 125,000 be set aside to be distributed at the discretion of the chair for committee work. The Board chair does not receive remuneration for committee work.

(vi) The nomination committee proposes that remuneration to the auditor should be paid as per approved account.

The Nomination committee also proposes these principles for electing nomination committee members:

- The Company is to have a nomination committee comprising one representative from each of the five largest shareholders. If any shareholder waives its right to appoint a representative, the next shareholder with the largest number of votes shall appoint a representative. The names of the five owner representatives and the names of the shareholders they represent shall be announced on the company’s website no later than six months before AGM. The nomination committee shall be elected based on shareholder statistics from Euroclear Sweden AB at the last banking day in August and other reliable owner information that has been received by the Company as of this date. The nomination committee’s term of office extends until a new committee is appointed. Unless members agree otherwise, the nomination committee chairman is to be the member who represents the shareholder with the most votes. The majority of nomination committee members shall not also be board members.

- If, during the nomination committee’s term of office, one or more of the shareholders who appointed members to the nomination committee are no longer among the five largest shareholders, the members appointed by these shareholders shall resign and the shareholder or shareholders who have become one of the five largest shareholders shall appoint their own representatives. Unless there are special circumstances, no changes will be made in the composition of the nomination committee if there are only minor changes in the number of votes held, or if the change occurs later than two months before the AGM. Shareholders that appoint nomination committee members are entitled to discharge such members and appoint new members. If a member leaves the nomination committee before its work is completed, the shareholder who appointed the member shall be entitled to appoint a replacement. Changes in the composition of the committee shall be published on the company’s website as soon as they occur.

- The nomination committee shall develop and submit proposals to AGM for: (a) proposed board members (b) proposed board chairman (c) proposed board fees for non-employed board members, distinguishing between the chair and other members of the board, proposed committee remuneration, (d) where applicable, proposed auditor (e) proposed audit fees, and (f) proposed AGM chair, and (g) to the extent deemed necessary, changes to this instruction for nomination committee.

Proposals will be published in the AGM notice and on the company’s website.

- Information on how shareholders can submit proposals to the nomination committee shall be specified on the company’s website.

- Along with its other assignments, the nomination committee shall perform the duties required of it by the Swedish Code of Corporate Governance, and, at the request of the nomination committee, the company shall provide personnel resources such as secretarial functions to facilitate the committee’s work. When necessary, the company shall also assume reasonable costs for external consultants as the nomination committee deems necessary for fulfilling its duties.

- That these instructions for the nomination committee will apply until further notice.

Item 13. Board’s proposal regarding guidelines for remuneration to senior executives

The board proposes that the following unchanged guidelines for remuneration of senior executives be approved at the 2012 AGM.

The Company shall offer market-adjusted total compensation that enables it to recruit and retain senior executives. Senior executives are defined as those who report directly to the CEO and are responsible for earnings and/or staff. Remuneration of the CEO and other senior executives constitutes a fixed salary and a variable component. The fixed component consists of salary, pension benefits and other benefits, such as a car allowance.

The variable salary component can include short- and long-term portions. A maximum limit shall be imposed on the short-term variable salary component for the CEO and other senior executives and must never exceed the fixed salary.

Senior executives with performance accountability are entitled to participate in the company’s long-term incentive program, which may be cash- or share-based. Cash-based programs shall be limited to six (6) monthly salaries per annum for all except the CEO, whose program is limited to sixteen (16) monthly salaries per annum.

The variable salary component is mainly based on financial targets, taking into account the cost of any bonuses; that is, the bonus shall be self-financed.

Retirement age is 65. Retirement benefits for senior executives shall be adapted to location and market. For the CEO, the company annually sets aside 30% of the CEO’s pensionable annual salary for pension and insurance solutions. The company shall accept a salary reduction plan as pension contribution under the condition that it is cost-free for the company.

The CEO’s period of notice is 12 months on the company’s part and 12 months on the CEO’s part. In addition, 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.

The board may make exceptions to these guidelines if, in an individual case, there is reason to do so.

Item 14. Board’s proposal to authorize the board to issue new shares

The board proposes that the shareholders give the board the authority until the next AGM to, on one or more occasions, decide on new share issues of up to 3,500,000 series B shares with or without preferential rights to shareholders, denoting an increase in the company’s share capital of no more than SEK 875,000. New shares will be issued as needed to implement or finance acquisitions of all or parts of other companies or operations. Besides cash, payment for shares will be made in kind or offset as per chapter 13, section 5, paragraph 6 of the Swedish Companies Act. 5 § 6 p. The Swedish Companies Act. In each case, the issue price will be set as near the market value as possible.

It is also proposed that the AGM authorize the board or CEO to make minor adjustments to the above resolution that may be required in connection with registration of the resolution with the Swedish Companies Registration Office.

Item 15. The board’s proposal authorising the board to make decisions on acquisition and assignment of company shares

a) Authorising the board to make decisions on acquisitions of its own B shares on NASDAQ OMX Stockholm.

The board proposes that the AGM authorises the board to, for one or more occasions until the 2013 AGM, make decisions on the acquisition of own shares as follows:

· Acquisition of own B shares shall be from NASDAQ OMX Stockholm. · Acquisition of own B shares may occur such that the Company holdings of own shares amounts to no more than one-tenth of all shares in the company. · Acquisition of own B shares shall be at a price within the current price interval on the Exchange at the time of acquisition.

b) Authorising the board to make decisions on acquisitions of its own shares as per acquisition propositions to shareholders

The board proposes that the AGM authorises the board to, for one or more occasions until the 2013 AGM, make decisions on the acquisition of own shares as follows:

• Acquisition of own shares may occur such that the Company holdings of own shares amounts to no more than one-tenth of all shares in the company.
• Acquisition of shares through acquisition propositions directed to company shareholders may occur at a acquisition price that exceeds the current market price.

The aim of the proposed buyback opportunities in a) and b) is to give the board additional space in which to act in conjunction with possible future company acquisitions and increased opportunities to regularly adapt the company's capital structure, thereby promoting increased shareholder value.

c) Authorising the board to make decisions on transfer of its own B shares on NASDAQ OMX Stockholm in conjunction with company acquisitions

• Transfer of own B shares may be on NASDAQ OMX Stockholm or with other methods.
• Transfer of own B shares may deviate from shareholder preferential rights.
• No more than the number of B shares held by the Company at the time of the Board decision to transfer shares may be transferred.
• Transfer of own B shares shall be at a price to be determined in close connection to the rates on the exchange at the time of the Board’s decision on transfer.
• Payment for the own B shares transferred shall be able to be via cash, capital contributed in kind, or via receivables.

The aim of the proposed transfer opportunities and the possible deviation from shareholder preferential rights is to give the Board increased maneuvering space in conjunction with any future company acquisitions by facilitating quick, cost-effective financing opportunities.

Finally, the Board proposes that the AGM authorize the board or CEO to make minor adjustments to the above resolutions a-c that may be required in connection with implementing the decision.

Majority requirements

A valid resolution as per the board's proposals in items 14 and 15 requires that said resolution is supported by at least two-thirds of the votes cast and shares represented at the AGM.

Number of shares and votes

When this notice was issued, the total number of shares in the company was 68,677,773, of which 4,000,000 A shares with 10 votes each and 64,677,773 B shares with one vote each. The Company holds, as of the same date, 438,919 own B shares, representing 0.42 per cent of votes, that can not be represented at the general meeting.

Disclosures at the AGM

The Board and CEO shall, by shareholder request, disclose information at the AGM concerning conditions that could affect the assessment of an item on the agenda, the Company’s financial situation, or a subsidiary’s financial situation, or the Company’s relationship to another Group company, provided that the Board deems that disclosure is possible without causing material damange to the Company. Questions may be submitted in advance to Proffice Aktiebolag, att: Manager Legal Department, Box 70368 SE-107 24, Stockholm Sweden.

Documents

The annual accounts, auditor’s report, auditor statement as per Chapter 8 Section 54 of the Companies Act, and the Board statement as per Chapter 18 Section 4 and Chapter 19 section 22 of the Companies Act, will be available at the Company and published on the Company’s website (www.proffice.com) no later than 11 April 2012, and will be sent on request to shareholders who provide an address.

Stockholm, March 2012

Proffice Aktiebolag Board of Directors

Proffice is the specialised flexible staffing company with more than 10,000 employees in the Nordic region. We provide temporary staffing, recruitment services, and outplacement. Proffice is listed on the NASDAQ OMX Stockholm, Mid Cap. www.proffice.com

Proffice Aktiebolag may be required to disclose the information provided herein pursuant to the Securities Markets Act. The information was submitted for publication at 08.00 am CET on March 29 2012.

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