PRESS RELEASE
Stockholm, April 16 2014
Shareholders in Proffice Aktiebolag (publ), corporate identity no. 556089-6572
(“the Company”), are hereby invited to attend the Annual General Meeting (AGM)
on Thursday, 22 May 2014 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 16 May 2014, and
· Send notification to the Company to be received before 4 pm on Friday, 16
May 2014 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 Friday, 16
May 2014, 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. 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 2013 of SEK 0.60 per share. The
board proposes a record date of 27 May 2014 for the dividend. If the proposal is
approved at the AGM, the dividend is expected to be paid by Euroclear Sweden AB
on Thursday, 2 June 2014.
Items 8 – 9 and 11 Nomination Committee’s proposal
The Nomination Committee, consisting of Joakim Rubin (chairman), CapMan Public
Market Fund, Marianne Flink, Swedbank Robur fonder, Jan Särlvik, Nordea
Investment Funds, Frank Larsson, Handelsbanken Fonder AB and Hans Hedström,
Carnegie fonder, propose the following to the AGM:
(i) that Lars Murman 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 and
Susanna Marcus to the board of directors, until the end of the next AGM.
Lars Murman and Karin Eliasson have declined re-election.
The Nomination Committee proposes that the AGM elects Axel Hjärne and Juan
Vallejo as new members of the board of directors until the end of the next AGM.
Axel Hjärne, 49 years old, is since 2009 President and CEO of Eltel Group. Axel
was previously COO and Deputy CEO of Bravida Group and before that held
management positions in ABB. Axel is the Deputy Chairman in Prima Barn- och
Vuxenpsykiatri. Axel has a Master of Science in Engineering from the Institute
of Technology, Linköping University.
Shares in Proffice : 0
Independent of the company, its management and major shareholders.
Juan Vallejo, 56 years old, is since 2011 CEO of Imtech Nordic. Juan was
previously President and CEO of Niscayah Group and before that held management
positions in Securitas where he was a member of group management 1992-2006. Juan
is a board member in Coromatic Group. Juan has a Master of Science in
Engineering from KTH Royal Institute of Technology.
Shares in Proffice: 0
Independent of the company, its management and major shareholders.
(iv) election of Cecilia Daun Wennborg as chairman of the board of directors
until the end of the next AGM.
(v) that fees are paid to the board of directors 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) The Nomination Committee proposes election of the registered auditing
company PricewaterhouseCoopers AB as auditor of the Company for a period of time
of three years with the authorized auditor Nicklas Kullberg as the principal
auditor.
(vii) The nomination committee proposes that remuneration to the auditor should
be paid as per approved account.
(viii) The Nomination Committee proposes a change in the instruction for the
Nomination Committee, whereby the number of shareholder representatives is
changed from five to four. Otherwise the instruction shall remain unchanged. New
wording is;
Instruction for the Nomination Committee
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 four 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 four
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 four largest shareholders, the members appointed by these shareholders
shall resign and the shareholder or shareholders who have become one of the four
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 instructions 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 12. Board’s proposal regarding guidelines for remuneration to senior
executives
The board proposes that the following unchanged, in principal, guidelines for
remuneration of senior executives be approved at the 2014 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 2013 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 CEO entered into
an employment agreement with six months' notice of termination by his side.
Further, in 2014, the CEO is entitled to a guaranteed bonus of six months'
salary. The deviations are 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 OMX Stockholm.
The board proposes that the AGM authorises the board to, for one or more
occasions until the 2015 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 2015 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 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 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:
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 16 April 2014, and will be sent on request to shareholders who provide an
address.
Stockholm, April 2014
Proffice Aktiebolag (publ)
Board of Directors
For more information, 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 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 discloses the information provided herein pursuant to the
Securities Markets Act. The information was submitted for publication at 8 am
CET on April 16 2014.
Notice of Annual General Meeting of Proffice Aktiebolag
| Source: Proffice AB
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