Notice of Annual General Meeting of Proffice AB (publ)
PRESS RELEASE Stockholm 2011-04-06
Shareholders in Proffice AB (publ), corporate identity no. 556089-6572 (“the Company”), are hereby invited to attend the Annual General Meeting (AGM) on Wednesday, 4 May 2011 at 15.00 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 Thursday, 28 April 2011 and must send notification to the Company by 16.00 on Thursday, 28 April 2011 to one of the following: Proffice AB (publ), Shareholder Service, PO Box 70368, 107 107 24 Stockholm, Sweden, by telephone at +46-8-787 17 00, by fax at +46-8-553 419 15, or by email at email@example.com, stating the number of legal representatives.
When registering, shareholders must include their name, address, civil identification or corporate identity number, telephone 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 notification of their intention to participate in the AGM. For such registration to be completed by Thursday, 28 April 2011, shareholders should contact their banks or nominees well in advance.
Number of shares
When this notice was issued, the total number of shares in the Company was 68,623,773 and the total number of votes was 104,623,773 (adjusted for company-owned shares).
Business and proposed agenda for AGM
|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).|
|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) Discharging the board and 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 (2005:551) 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.||Amending the articles of association.|
|17.||Closing the meeting.|
Item 7 a. The board’s proposed dividend
The Company’s income statement and balance sheet are subject to adoption at the AGM on 4 May 2011.
Funds available (SEK)
Share premium reserve 29,947,113
Profit brought forward 84,330,169
Profit for the year 40,378,933
At the AGM’s disposal 154,656,215
Proposal for appropriation of profits (SEK)
Dividend of SEK 0.75 per share 51,467,830
Carry forward to next year 103,188,385
Record date and time of dividend payment
The board proposes a record date of 9 May 2011 for the dividend. If the proposal is approved at the AGM, the dividend should be paid by Euroclear Sweden AB by 16 May 2011.
The board’s statement on proposed dividend
The board’s statement as per chapter 18, section 4 and chapter 17, section 3 of the Swedish Companies Act is attached.
Item 7 b. Statement of the board of directors of Proffice AB (publ) according to chapter 18, section 4 of the Swedish Companies Act (2005:551) concerning the board’s proposed dividend
Under chapter 18, section 4 of the Swedish Companies Act, the board must issue a statement on proposed dividends.
The board proposes that the SEK 154,656,215 at the AGM’s disposal be distributed as a SEK 0.75 per share dividend to shareholders and that SEK 103,188,385 be carried forward. The proposed dividend corresponds to 36.8% of the Group’s retained earnings and 53.1% of consolidated earnings after tax. The board finds that there is full coverage for the Company’s restricted equity after the proposed dividend.
The board finds that the proposed dividend to shareholders is justified according to the parameters set out in chapter 17, section 3, paragraphs 2 and 3 of the Swedish Companies Act (nature, scope, and risks of the operation, and consolidation needs, liquidity, and general position).
The board believes that the Company’s and Group’s equity after the proposed dividend will be sufficient in relation to the nature, scope, and risks of the operation. In this context, the board takes into account the Company’s and Group’s historical performance, budgeted development, investment plans, and economic situation.
The proposed dividend represents 11.5% of the parent company’s equity and 8.4% of consolidated equity. The Company’s and Group’s equity/assets ratio is good considering the prevailing conditions in the industry. With that in mind, the board believes that the Company and Group are well positioned to take future business risks and endure any losses. Planned investments were taken into account in determining the proposed dividend. The dividend will not adversely affect the Company’s and Group’s ability to make additional commercially motivated investments as per adopted plans.
The proposed dividend will not affect the Company’s and Group’s ability to meet its payment obligations in a timely manner.
The board has considered other known circumstances that may affect the Company’s and Group’s financial position and that were not considered in the foregoing context. No circumstance has arisen that makes the proposed dividend appear unjustifiable.
Nomination committee’s proposal
The nomination committee consists of:
Karl Åberg (chair) CapMan Public Market Fund
Christer Hägglund Christiania Compagnie S.àr.l.,
Kerstin Stenberg Swedbank Robur Funds
Mats Andersson Nordea Investment Funds
Shareholders representing about 60% of total voting rights in the Company have announced that they support the nomination committee’s proposal.
Nomination committee’s proposal for election of AGM chair, number of board members, determination of remuneration and election of board and auditor
The nomination committee proposes to the AGM that:
(i) Lars Murman be appointed chair of the AGM.
(ii) The board consist of six (6) members elected at the AGM.
(iii) Karin Eliasson, Christer Hägglund, Lars Murman, Joakim Rubin, and Cecilia Daun Wennborg be re-elected to serve on the board until the next AGM. Gunilla Wikman has declined re-election.
(iv) Katarina Mellström be newly elected to serve on the board until the next AGM.
Katarina Mellström is 48 years old, holds an MBA, and works as a management consultant in her own company, IMM Consulting. Ms Mellström was formerly managing director and head of Sweden operations at Fujitsu Services AB Sweden, and president and CEO of Mandator AB. Before that, she held several leading positions over a ten-year period at Ericsson AB, including the last four years as vice president of service business area advice. Ms Mellström is a member of the board of Gunnebo AB, Matrisen AB, and Dataföreningen Certifiering.
Shareholding in Proffice: 0
(v) Lars Murman be re-elected as board chair until the next AGM.
(vi) Fees to the board total 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 chair does not receive remuneration for committee work.
Provided that it is cost-free and in compliance with tax legislation applicable to Proffice AB, and there is a written agreement between Proffice AB and the board member’s wholly-owned Swedish limited company, then invoicing of board fees through companies will be allowed by Proffice AB. In such cases, the invoiced fee will be increased by the amount of social security contributions and VAT as required by law.
(vii) [A1] KPMG be appointed for a period of three (3) years provided that the shareholders also resolve to amend section 10 of the articles of association regarding auditors in accordance with item 16 below. The nomination committee proposes that remuneration to the auditor should be paid on approved account.
Item 12. Nomination committee’s proposal for principles for electing nomination committee members (unchanged from previous year)
- 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 within six months of the 2012 AGM. The determination of who the five largest shareholders are is based on the known number of votes immediately prior to publication. 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 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. No changes will be made in the composition of the nomination committee unless there are special circumstances, 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 the 2012 AGM for:
(a) proposed board members, (b) proposed board chair, (c) proposed board fees for non-employed board members, distinguishing between the chair and other members of the board, (d) proposed audit fees, (e) proposed AGM chair, and (f) proposed rules for the 2012 AGM 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.
Board’s proposal regarding guidelines for remuneration to senior executives
The board proposes that the AGM pass a resolution on the following remuneration guidelines for senior executives.
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.
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 and with or without preferential rights to shareholders, decide on new share issues of up to 3,500,000 series B shares, 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, section5, paragraph 6 of 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
The board proposes that the AGM authorise the board (on one or more occasions until the next AGM) to decide on (1) buy back of company shares on the NASDAQ OMX Stockholm exchange or as per takeover bids to shareholders, and (2) transfer of company shares on the NASDAQ OMX Stockholm exchange via propositions directed to all shareholders in connection with company acquisitions, including the right to decide on deviations from shareholders’ preferential rights. Payment shall be made with capital contributed in kind or via claim offset. Buyback may occur for up to one-tenth of all shares in the Company. Acquisition and transfer of shares on the NASDAQ OMX Stockholm exchange may occur only at a price within the noted price range at the time of the transaction. Transfers associated with company acquisitions may occur at the lowest price per share, equivalent to what the board deems as market value. The purpose of the proposed buyback and company share transfer possibilities and deviation from shareholders’ preferential rights is to facilitate acquisition of other companies or operations. Buyback of company shares shall also be available to hedge costs for social security contributions and other costs associated with any issue of share options for staff.
Item 16. Amending the articles of association
The board proposes that the AGM resolve to amend the articles of association as follows:
Section 10 – Auditors
One or two auditors and as many alternates, or one or two registered accounting firms, are elected at the AGM for a period of three (3) years.
A valid resolution – as per the board's proposals in items 14, 15, and 16 – requires that said resolution is supported by at least two-thirds of the votes cast and shares represented at the AGM.
The board’s complete proposals as described above, together with the annual report and auditor’s report, will be available at the Company and published on the Company’s website (www.proffice.com) on 20 April 2011, and will be sent on request to shareholders who provide an address.
Stockholm, April 2011
Proffice AB (publ)
Board of directors
This is a translation from Swedish. In the event of any discrepancies between the Swedish and the translation, the former shall have precedence.
For more information, please contact
Lars Kry, CEO Proffice AB, + 46 8 787 17 00, firstname.lastname@example.org
Magnus Uvhagen, acting CFO Proffice AB, +46 8 787 17 00, email@example.com
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.