Notice of Annual General Meeting of Proffice Aktiebolag (publ)

PRESS RELEASE               Stockholm, March 19, 2015

Shareholders in Proffice Aktiebolag (publ), corporate identity no. 556089-6572
(“the Company”), are hereby invited to attend the Annual General Meeting (AGM)
on Tuesday, 28 April 2015 at 3 pm at Proffice’s headquarters, Regeringsgatan 65
in Stockholm, Sweden.

Notice of intention to participate

Shareholders who wish to participate in the AGM must:

  · Be registered with Euroclear Sweden AB by 22 April 2015, and

  · Send notification to the Company to be received before 4 pm on Wednesday, 22
April 2015 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 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 Wednesday,
22 April 2015, 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.
12.  Determining remuneration guidelines for senior executives.
13.  Authorising the board to make decisions on new share issues.
14.  Authorising the board to make decisions on acquisitions and assignment of
     Company shares.
15.  Closing the meeting.

Resolution proposals

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

The Board of Directors proposes dividend for 2014 of SEK 0.90 per share. The
board proposes a record date of Thursday 30 April 2015 for the dividend. If the
proposal is approved at the AGM, the dividend is expected to be paid by
Euroclear Sweden AB on Wednesday, 6 May 2015.

Items 8 – 9 and 11 Nomination Committee’s proposal

The Nomination Committee, consisting of Mikael (chairman), CapMan Public Market,
Daniel Ovin, Nordea Investment Funds, Marianne Flink, Swedbank Robur Fonder AB
and Frank Larsson, Handelsbanken Fonder AB, propose the following to the AGM:

(i) that Cecilia Daun Wennborg is appointed chairman of the AGM.

(ii) that the board of directors consists of six (6) members elected by the AGM.

(iii) re-election of Cecilia Daun Wennborg, Karl Åberg, Lars Johansson, Susanna
Marcus, Juan Vallejo and Axel Hjärne to the board of directors, until the end of
the next AGM.

(iv) re-election of Cecilia Daun Wennborg as chairman of the board of directors
until the end of the next AGM.

(v) that fees to the board of directors remain unchanged from last year and are
paid with SEK 570,000 to the chairman of the board and SEK 265,000 to each of
the other elected board members. In addition, the Nomination Committee proposes
that fees for committee work are paid with SEK 80,000 to the chairman of the
Audit Committee and SEK 25 000 to the other elected members of committees. The
chairman of the board does not receive remuneration for committee work.

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

Item 12. 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 2015 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 has the authority and responsibility for
planning, directing and controlling of the Group and those who report directly
to the CEO and are responsible for earnings. 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 per cent
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.

Proffice has followed the AGM 2014 the guidelines adopted for remuneration to
senior executives but the Board has, in accordance with what is permitted by the
guidelines, deviated from the guidelines in the sense that the Director of
Proffice Sverige Per Sunnemark, entered into an employment agreement with a
guaranteed bonus of three months' salary. The deviation is motivated by market
factors.

Item 13. 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 14. 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 Stockholm.

The board proposes that the AGM authorises the board to, for one or more
occasions until the 2016 AGM, make decisions on the acquisition of own shares as
follows:

  · Acquisition of own B shares shall be from Nasdaq 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 2016 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 an 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 Stockholm in conjunction with company acquisitions

  · Transfer of own B shares may be on NASDAQ 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 manoeuvring 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 13 and 14 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 2,000,000 A shares with 10 votes each and 66,677,773 B
shares with one vote each. The Company holds, as of the same date, 438,919 own B
shares, representing 0.51 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 damage to the Company.
Questions may be submitted in advance to Proffice Aktiebolag (publ), att: Head
of Legal, 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 25 of March 2015, and will be sent on request to shareholders who provide
an address.

Stockholm, March 2015

Proffice Aktiebolag (publ)

Board of Directors

This is a translation from Swedish. In the event of any discrepancies between
the Swedish version and the translation, the former shall have precedence.

For more information, please contact:
Henrik Höjsgaard, CEO, Proffice AB, +46 8 787 17 00,
henrik.hojsgaard@proffice.com
Benno Eliasson, CFO, Proffice AB, +46 8 787 17 00, benno.eliasson@proffice.com

Proffice Group is one of the Nordic region's largest specialists within
staffing, recruitment and outplacement. Our commitment and service help people
and companies to find solutions to develop. The Proffice Group consists of
Proffice, Dfind and Antenn and it has around 10,000 employees. The Proffice
share is listed on Nasdaq Stockholm, Mid Cap. www.proffice.com

Proffice Aktiebolag (publ) discloses the information provided herein pursuant to
the Securities Markets Act and/or the Financial Instruments Trading Act. The
information was submitted for publication at 8 am CET on March 19, 2015.