POOLIA ANNUAL REPORT2009

(1)

poolia lorem ipsum

POOLIA

ANNUAL REPORT 2009

(2)

Applications

Shareholders who wish to attend the AGM must be registered in the Euroclear Sweden AB share register no later than Wednesday, 21 April 2010, and be registered with Poolia no later than Wednesday, 21 April 2010.

Applications to participate at the AGM may be submitted to Poolia AB

To: Tarja Roghult

Box 30081, SE-104 25 Stockholm Applications may also be submitted by Tel: +46 8 - 555 650 33 Fax: +46 8 - 555 650 90 e-mail: tarja.roghult@poolia.se

The application must include name, phone number, personal ID number or corporate registration number, as well as the number of proxies. If shareholders with shares registered to administrators are to be entitled to participate at the AGM, it is a requirement that the shareholder has his/her shareholding registered under his/her own name so that the shares are registered to their owner in good time ahead of 21 April 2010.

Dividend

The Board of Directors proposes a dividend to shareholders of SEK 1.50 per share. It is proposed that 30 April be the rec- onciliation date. If the AGM passes a resolution in accordance with this proposal, it is estimated that the dividend will be issued from Euroclear Sweden AB on 5 May.

CALENDAR

Interim Report January-March 27 April 2010 Interim Report January-June 20 July 2010 Interim Report January-September 27 October 2010

Year-end report 2010 February 2011

Other ISIN-code SE0000567539

Short name on NASDAQ OMX POOL B

Invitation to the Annual General Meeting

The shareholders of Poolia AB (publ) are hereby invited to the AGM, to be held on Tuesday 27 April 2010 at 4pm at the company's premises in Stockholm at Warfvinges väg 20.

Holding

Shareholder information 2

Poolia in brief 2009 3

From the CEO 5

Markets 7

The Poolia share 10

Five-year summary 12

Board of Directors’ Report 13

Group 20

Parent company 23

Notes 25

Auditors’ report 36

Corporate governance report 37

Group management 43

Board of directors 44

Definitions 45

Addresses 46

(3)

Poolia in brief, 2009

1989

Björn Örås founds Ekonompoolen (“Pool of Accountants”) in Stockholm.

2008

Continued strong growth and Poolia's most profitable year ever.

Continued expansion in Germany.

1999

Poolia is launched on the Stock Exchange, and becomes the first company in Sweden to offer a Legal business area.

1992

New legislation in Sweden to deregulate temporary staffing.

2009

Recession and decline in demand places high demands on efficiency and cost awareness. Continued growth in the subsidiary Dedicare.

1996

Björn Örås becomes sole owner.

The company adopts a new strategy to become a full-service supplier within the staffing sector.

Poolia in brief

Poolia's history

2000

Poolia becomes Sweden's second fastest-growing company and third largest staffing company.

Operations start in Denmark and Finland.

2004

Poolia turns to profit. Acquisition of UK company Parker Bridge, with operations in London and Edinburgh. Uniflex is portioned out to shareholders and listed on the Stock Exchange.

2001

Acquisition of Competence Sköterskejouren, leading to the inception of Poolia Vård.

Acquisition of A&Z and thereby the start of operations in Germany. The staffing market declines due to the recession and Poolia's profitability falls.

proportion of revenues by segment revenues, MSEK

0 200 400 600 800 1000 1200 1400 1600

2005 2006 2007 2008 2009

2002

New strategy – a focus on qualified positions under the Poolia Professionals brand. Services within Warehouse & Industry are organised in a separate subsidiary called Uniflex. Poolia Healthcare starts up in Norway.

2007

Johan Eriksson is appointed new MD and CEO. Dedicare is launched under a separate brand.

1993

Teknikerpoolen founded.

Deregulation of the permanent placement market.

Dedicare 26.1 %

Germany 7.4 % Denmark 0.5 %

Finland 2.5 %

Sweden 53.4 % UK 10.2 %

(4)

Employee survey conducted annually among employees in each country (excluding Dedicare). In Sweden this includes both internal staff and temps, while in Finland, the UK and Germany only internal staff are included. Denmark excluded for reasons of size.

average number of employees

earnings per share, SEK

Employee satisfaction index 2005-2009 equity/assets, %

operating profit/loss, MSEK proportion of employees by country

gender distribution

Employee satisfaction index 2009 10

20 30 40 50 60 70

2005 2006 2007 2008 2009

-3 -2 -1 0

1 2 3 4 5

2005 2006 2007 2008 2009

56 58 60 62 64 66 68 70

2005 2006 2007 2008 2009

0 20 40 60 80 Women 67 % -40

-20 0 20 40 60 80 100 120

2005 2006 2007 2008 2009

2250

0 250 500 750 1000 1250 1500 1750 2000

2005 2006 2007 2008 2009

Poolia in brief, 2009

UK 14 %

Finland 3 % Norway 4 % Denmark 1 %

Germany 11 % Sweden 67 %

Men 33 %

Poolia

Sweden Finland Germany UK

Private sector

(5)

A year full of challenges

With the record year of 2008 behind us, we entered 2009 with a certain degree of uncertainty as to how the economy might develop. We had already taken crucial decisions in 2008, in the face of a pending downturn, and can in retro- spect see that we did this just at the right time. Revenues maintained a good level in the first quarter but then dropped in quarter two and three only to stabilise in the fourth quarter. Demand for the permanent placement segment decreased by about 49 % while temporary staffing dropped by around 5 %, which had a major impact on revenues and earnings.

Improved efficiency

As early as 2008, we began reviewing our processes to reduce costs and increase efficiency. Because of the low demand in 2009, we had to further improve our processes to maintain a positive bottom line.

The efficiency improvements we made have been difficult to implement but they have had the desired effect. By way of example, we have upped the frequency of visits to clients in 2009 compared to 2008 despite the fact that we have fewer employees. On the cost side, we have made substantial cutbacks.

We have captured market share

The staffing industry has lost sales over the year which has impacted on all players. It is therefore encouraging that we have captured market share over the year in several markets, including Sweden and Finland. This suggests that clients demand a stable and quality oriented partner when the economy takes a turn for the worse. In Finland, permanent placement accounted for a large share of revenues in 2009, but even here demand for permanent placement dropped sharply during the year. I am therefore very proud of how our employees in Finland have succeeded in maintaining positive figures by growing the temporary staffing business to cover the loss of revenue from permanent placement.

The market in healthcare staffing has been more stable, and in 2009 Dedicare has increased both sales and earnings. For years we have been working to increase our geographical spread and client distribution to expand our market.

Quality pays off

Something that has surprised us this year is that in all six markets we have seen a certain shortage of candidates despite the current climate in the labour market. This com- bined with the sluggish pace that is particularly evident in a recession, has contributed to fewer business closures than expected. Moreover, another effect of the recession is short- term price pressure. We compete primarily on quality, skills and sustainability rather than on price and short-term gains.

We have had very few bad debts during the year, which is proof that our concept works and that quality pays off.

Useful tool to counter the recession

Part of our work to streamline the business we conducted during the year has concerned the sales process. We have

Poolia adapted quickly and is moving steadily out of the recession

From the ceo

After a good start with a stable first quarter, demand slowed down during the second

and third quarters, mainly in the permanent placement service segment. During the

fourth quarter, the market stabilised and the demand for temporary staffing and

permanent placement grew gradually. By means of significant cost adjustments

and efficiency improvements we have managed to reduce the effects of the recession

and maintained positive earnings and cash flow from operating activities.

(6)

From the ceo

produced a more structured selection of clients and industries that we have focused on. This has allowed us to expand our client base in order to reduce the dependence on individual clients.

In Sweden, the recent economic downturn has to date been characterised by regional differences in which the Stockholm region has fared well. We have a major presence in and around Stockholm, which has benefited us.

Satisfied employees and healthy finances

One of the main reasons why we have managed well in the downturn is, in addition to our high quality and the effective- ness of our processes, the skill of our staff. As our single most important resource, staff job satisfaction and their commitment are key issues for us. It is therefore gratifying that we have improved the results in this year's employee survey, and for each business area and also for the Group as a whole. Be- ing a good employer is a prerequisite for attracting and re- cruiting skilled employees.

Our strong financial position in these times creates stability and a good working atmosphere. Not having to be influenced by the demands of external funders and lenders means that we do not have to adapt to changing loan terms and implement short-term solutions to solve liquidity problems. We can focus on running our business from a long-term per- spective and in the best possible way. The ongoing process of streamlining our processes and cost control are the reasons for our strong cash flow. Liquidity exceeds our working capital needs and we are therefore proposing a dividend of SEK 1.50 per share, which corresponds to MSEK 25.7 in total.

Industry development

The staffing industry has, like many other industries, had a challenging year. A positive factor for the staffing industry is that it historically has grown more than other industries following each recession. During the next upturn the penetration rate will in all likelihood increase primarily in Sweden and Germany, where it currently is relatively low. One reason for this is that employers want more flexibility to be in a better position to meet market demand.

The low penetration rate in the professional segment in Ger- many supports our belief that this market has the potential to perform strongly in the future. We therefore chose to retain the existing offices in order to be ready to capture market share once the economy starts to recover. This meant that

costs were higher than if phasing them out, but we believe that it will be a profitable strategy in the long term.

Poolia's growth

In 2009, we established two new offices, one in Linköping and one in Gävle. Dedicare opened a new office in Oslo thereby expanding its geographical coverage in the Norwe- gian market. A local affiliation is required to interface with clients and to attract candidates. The focus is entirely consistent with our objective to grow organically. We hope and believe that this will attract new clients and employees and result in a stronger position in the market.

Last year we entered the outplacement market which is a market that has developed extremely positively in 2009. We will be putting additional focus on this business area in 2010 where there is still a great potential to do business.

Focus 2010

We will be investing in 2010 to expand the permanent placement segment as it is strategically important to us and has a major impact on the bottom line. To have extra focus on permanent placement is particularly important in the UK for us to succeed in turning a loss in 2009 into profit 2010. We will also be focusing on identifying new, qualified candidates who are ready to take on our new assignments. The markets that reported a negative result in 2009, extra focus will be on turning them into a positive one. It is also important that we can get the small offices to grow into stable operations.

The costs of establishment have already been made, so we can now focus on building the critical mass.

Finally, I am proud that we can sum up the year by announc- ing a positive cash flow and that we can provide a high dividend to our shareholders. I would like to thank our employees for their dedication and efficiency in helping to make Poolia the successful company it is. I would also like to thank our clients for their trust, and hope that we together can make 2010 a successful year.

Johan Eriksson MD and CEO

(7)

Poolia Sweden

In 2008, sales for the Swedish staffing market were MEUR 2,400* and had a penetration rate of 1.3 %*.

Poolia is the single largest supplier that focuses exclusively on skilled staff. Poolia Sweden's sales dropped by 17 % to MSEK 700.2 with an operating profit of MSEK 31.0. The operating margin for the full year was 4.4 %. Poolia's Swedish operations accounted for 53.4 % of consolidated revenues. Temporary staffing services accounted for 95 % of revenue and permanent placement for 5 %. Our estimated market share** in the professional segment was 10.3 %, which is in line with previous year.

Poolia UK

With sales of MEUR 3,500* the staffing market in the UK is by far the largest in Europe. It is also a mature market, with a penetration rate of 4.1 %, more than in all other European countries. Poolia's revenues totalled MSEK 132.2, which is a drop of 24 % The operating loss was MSEK -6.9 The UK accounts for about 10 % of Poolia's revenues.

Temporary staffing services accounted for 90 % of revenue and permanent placement for 10 %.

markets

Poolia operates today in the markets in Sweden, Denmark, Finland, Germany and the UK. Our segmentation matches our geographic division, and healthcare segment in which our subsidiary Dedicare operates. Dedicare is also active in Norway. Poolia works exclusively with permanent placement and staffing in the processional field.

Åsa Edman Källströmer MD Poolia Sweden

** The market share is calculated on the part of the market comprising permanent placement and temporary staffing in the professional sector for the 35 companies that form the basis of Bemanningsföretagen’s statistics.

Markets

Sweden

revenues and operating margin

0 2 4 6 8 10 12

0 100 200 300 400 500 600 700 800 900

2005 2006 2007 2008 2009

MSEK % %

* Latest available statistics for market sales are taken from the 2008 figures in CIETT (International Confederation of Private Employment Agencies).

Shaun Greenfield MD Poolia UK

UK

-20 0 20

0 50 100 150 200 250 300 350

2005 2006 2007 2008 2009

MSEK %

(8)

Poolia Germany

The German staffing market had sales of approximately MEUR 14,700*

in 2008. The penetration rate stood at 2.0 %*. Poolia Germany's sales were MSEK 97.4, a drop of 3 %, with an operating profit of MSEK 2.4. The operating margin for the full year was 2.5 %. Operations account for about 7.5 % of Poolia revenues and 8.4 % of operating profit. Temporary staffing services accounted for 89 % of revenue and permanent placement for 11 %. The German market is very regional and conditions vary greatly between the regions, and a local presence is important in terms of the potential to do business.

Poolia Finland

The total staffing market in Finland in 2008 had sales of around MEUR 1,050*. The penetration rate was approximately 1.3 %*. Poolia Finland revenues have enjoyed better growth than the industry in general showing an increase of 5 %. Poolia Finland's sales in 2009 were MSEK 32.6 with an operating profit of MSEK 2.2.

Temporary staffing services accounted for 93 % of revenue and permanent placement for 7 %.

Poolia Denmark

The total staffing market in Den- mark in 2008 was estimated at MEUR 1,600. Temporary staffing in the staffing industry in Denmark relates to a relatively high proportion of industrial and warehouse and con- struction workers, while the proportion in the professional sector is lower than in other Nordic countries. The penetration rate was around 0.8 %*.

Poolia Denmark's sales fell in 2009 by 62 % to MSEK 5.9. The operating loss was MSEK -3.5.

Temporary staffing services accounted for 60 % of revenue and permanent placement for 40 %.

markets

Jose Majanen MD Poolia Finland

Alfred Unterschemmann MD Poolia Germany

finland

0 2 4 6 8 10 12

0 5 10 15 20 25 30 35

2005 2006 2007 2008 2009

MSEK % %

germany

MSEK %

-120 -100 -80 -60 -40 -20 0 20

0 20 40 60 80 100 120

2005 2006 2007 2008 2009

Lars Hezsö MD Poolia Denmark

denmark

MSEK %

-70 -60 -50 -40 -30 -20 -10

0 10 20

0 5 10 15 20 25

2005 2006 2007 2008 2009

(9)

dedicare

Dedicare, Poolia's subsidiary in healthcare staffing operates in Sweden, Norway and Finland.

Dedicare has been very successful in both the Swedish and Norwegian markets, and is now the biggest in Sweden in temporary staffing of nurs- es, and one of the four largest in temporary staffing of doctors. Dedicare continued to perform well during the year. In 2009, revenues rose by 26 % to MSEK 341.8, which is 26 % of the Group's total revenues. The operating profit was MSEK 25.1 and the operating margin was 7.3 % which is in level with last year.

Stig Engcrantz MD Dedicare

dedicare

0 1 2 3 4 5 6 7 8 9

0 50 100 150 200 250 300 350

2005 2006 2007 2008 2009

MSEK % %

(10)

the ten biggest Swedish shareholders

Holding Votes

Name A-shares B-shares % %

Björn Örås 4,023,815 4,151,445 47.75 73.07

Swedbank Robur Småbolagsfond

Norden 737,273 4.31 2.22

Skandia Fond Småbolag Sweden 657,000 3.84 1.98

Fjärde AP-fonden 632,497 3.69 1.90

Norden 606,461 3.54 1.83

Verdipapirfond Odin Sweden 561,587 3.28 1.69

Riksbankens Jubileumsfond 450,000 2.63 1.35

Carlson Småbolagsfond 396,703 2.32 1.19

Stella Småbolag 300,000 1.75 0.90

LivförsäkringsAB Skandia (publ) 281,372 1.64 0.85

Total 4,023,815 8,774,338 74.75 86.98

The Poolia share

Poolia was launched on the Stockholm Stock Exchange on 23 June 1999. Share capital as at 31 December 2009 totalled SEK 3,424,399 divided among 17,121,996 shares, of which 4,023,815 were class A shares and 13,098,181 were class B shares, at a par value of SEK 0.20. Each share provides equal entitlement to the company’s assets and profits. A class A share provides entitlement to one vote and a class B share to 1/5 vote.

Incentive schemes

There are no incentive schemes.

Share price movement

The share price was SEK 23.00 at the beginning of the year and SEK 37.40 at 31 December 2009. The highest price of the Poolia share during the year was SEK 38.80, and the lowest SEK 22.50.

Stock exchange trading

The Poolia share is listed on the NASDAQ OMX Stockholm AB stock exchange under the designation POOL B. A round lot consists of 1 share, and the par value of the share is SEK 0.20.

Dividend policy

The Board of Directors’ long-term dividend policy is that annual dividends shall normally exceed 50 % of the Group's after-tax profit.

The Poolia share

the ten largest foreign shareholders

Holding Votes

United Nations Joint Staff

Pension Fund UK 294,000 1.72 0.89

SSB CL Omnibus AC OM07

(15 PCT), USA 265,922 1.55 0.80

Baillie Gifford EUR Smaller CO FNDS,

UK 144,962 0.85 0.44

Northern Trst Guernsey Treaty Clien,

Lending Acc, USA 118,340 0.69 0.36

Banque Cantonale Vaudoise, W8IMY,

Switzerland 82,000 0.48 0.25

CR Suisse Lux S A PB, Luxembourg 63,400 0.37 0.19

Catsab Investment AS, Denmark 59,397 0.35 0.18

Jyske Bank CLNT HDG NON DK

Clients, Denmark 48,441 0.28 0.15

Placeringsfond Nordea, Garanti, Finland 37,605 0.22 0.11 SEB Private Bank S.A., NQI, Luxembourg 37,200 0.22 0.11

Total 1,151 267 6.72 3.47

Holdings at 31 December 2009

Holding Votes

No. of shares No. of shareholders % %

1 – 1,000 2,248 3.86 1.99

1,001 – 5,000 280 3.88 2.00

5,001 – 50,000 53 3.83 1.97

50,001 – 27 88.44 94.04

Total 2,608 100.00 100.00

analysts who monitor poolia

Name Company

Stefan Andersson SEB Enskilda

Anders Tegeback Handelsbanken

Mikael Löfdahl Carnegie

Alexander Weiss Remium

(11)

The Poolia share

Change in share price 2009, sek

ownership categories Change in share price 2005–2009, sek

key ratios per share

2009 2008 2007 2006 2005

No. of shares,

average 17,121,996 17,808,094 18,466,506 18,460,553 18,443,464 No. of shares,

outstanding 17,121,996 17,121,996 18,466,506 18,466,506 18,444,970 Profit per

share, SEK 1.04 4.61 3.54 3.00 –2.39

Equity per

share, SEK 12.79 16.21 15.90 14.91 12.30

Dividend per

share, SEK 1.50¹ 4.50 2.50 2.50 0.25

Share price

31/12, SEK 37.40 20.80 35.00 67.25 42.00

P/E ratio 36.0 4.5 9.9 22.4 neg

1) Proposed by the Board of Directors.

share capital development (issued shares)

Year Event Change to share capital Total share capital Change to no. of shares Total no. of shares

1997 Fund issue 50,000 100,000 500 1,000

1999 Split – 100,000 4,999,000 5,000,000

1999 New issue 7,301.76 107,301.76 365,088 5,365,088

1999 Fund issue 965,715.84 1,073,017.6 – 5,365,088

1999 New issue 266,660 1,339,677.8 365,088 6,698,388

2000 New issue 193,599.8 1,533,277.6 365,088 7,666,388

2001 Fund issue 3,066,555.2 4,599,832.8 365,088 22,999,164

2003 Share redemption -913,148.8 3,686,684 -4,565,744 18,433,420

2004 Reduction -184,401.9 3,502,282.1 – 18,433,420

2004 New issue 1,354 3,503,636.1 6,770 18,440,190

2004 Fund issue 184,401.9 3,688,038 – 18,440,190

2005 New issue 956 3,688,944 4,780 18,444,970

2006 New issue 4,307.2 3,693,301.2 21,536 18,466,506

2009 Share redemption -268,902.2 3,424,399 -1,344,510 17,121,996

2009

JAN FEB MAR APR MAJ JUN JUL AUG SEP OKT NOV DEC

15 20 25 30 35 40

OMX Stockholm_PI

2005 2006 2007 2008 2009

20 30 40 50 60 70

OMX Stockholm_PI

B shares B shares

Foreign owners 8 %

Public sector 3 % Social insurance funds 5 %

Other 7 %

Financial companies 22 %

Swedish private individuals 55 %

(12)

summary of the balance sheet

Amounts in MSEK 31/12/2009 31/12/2008 31/12/2007 31/12/2006 31/12/2005

Assets

Goodwill 91.5 89.6 98.8 99.5 99.7

Other fixed assets 25.0 34.0 28.6 21.5 15.7

Deferred tax assets 16.8 17.5 17.9 7.4 7.1

Current receivables 221.8 244.0 244.3 246.3 181.9

Cash and cash equivalents 67.8 116.5 111.4 95.5 88.2

Total assets 422.9 501.6 501.0 470.2 392.6

Shareholders’ Equity and liabilities

Shareholders’ Equity 221.0 279.4 293.6 275.4 226.8

Long-term liabilities 2.4 8.3 2.1 0.5 2.3

Current liabilities 199.4 213.9 205.3 194.3 163.5

Total Shareholders’ equity and liabilities 422.9 501.6 501.0 470.2 392.6

summary of the income statement

Amounts in MSEK 2009 2008 2007 2006 2005

Operating revenues 1,311.1 1,437.8 1,339.7 1,212.4 1,008.7

Operating expenses -1,268.1 -1,325.1 -1,262.4 -1,132.9 -988.6

Operating profit/loss before depreciation and impairments 43.0 112.7 77.3 79.5 20.1

Depreciation of fixed assets (excluding goodwill) -14.6 -7.4 -7.3 -4.8 -4.6

Goodwill impairment losses – – – – –48.1

Operating profit/loss 28.4 105.3 70.0 74.7 -32.6

Financial items 2.2 4.3 2.8 1.9 1.1

Profit/loss before tax 30.6 109.6 72.8 76.6 -31.5

Taxes -12.1 -27.0 -7.5 -21.3 -12.6

Profit/loss for the year 18.5 82.6 65.3 55.3 -44.1

Five-year summary

FIVE-YEAR SUMMARY

The tables below present condensed financial information for the financial years 2005-2009.

key ratios

2009 2008 2007 2006 2005

Operating margin, % 2.2 7.3 5.2 6.1 -3.2

Profit margin, % 2.3 7.6 5.4 6.3 -3.1

Return on equity, % 7.4 28.9 23.0 22.0 -17.8

Return on capital employed, % 12.4 38.4 25.6 30.5 -12.6

Return on total assets, % 6.7 22.0 15.0 17.8 -7.7

Equity/assets ratio, % 52.3 55.7 58.6 58.6 57.8

Share of risk-bearing capital, % 52.8 57.4 59.0 58.6 57.8

Average number of employees 1,888 2,108 2,136 2,047 1,934

Revenues per employee, KSEK 694 682 627 597 522

Profit/loss per share, SEK 1.04 4.61 3.54 3.00 –2.39

(13)

The Board of Directors and the Managing Director of Poolia AB (publ), with its registered office in Stockholm, Sweden, hereby submits its annual report and consolidated accounts for the financial year 2009.

The following income statements, report on comprehen- sive income, balance sheets, specifications of shareholders’

equity, cash flow statements and reports on the accounting principles applied and notes represent Poolia’s formal financial reports.

Business description

Poolia’s business concept is to provide companies and or- ganisations with the skills that, either temporarily or perma- nently, meet their needs for qualified professionals. Poolia has chosen its path and focuses on temporary staffing and permanent placement in the business areas of Finance &

Accounting, Financial Services, Human Resources, Sales

& Marketing, IT & Engineering, Office Support and Execu- tive. Activities in the field of healthcare staffing have been brought together under the separate Dedicare brand. In 2009 Poolia operated in six countries: Sweden, Denmark, Finland, Norway, Germany and the UK. Poolia's vision is to become a European leader in temporary staffing and permanent placement of qualified professionals, created by skilled and dedicated employees with the same value base.

The long term goal is to become one of the top five in Europe in temporary staffing and permanent placement of qualified professionals. Growth will primarily be organic, and in ex- ceptional cases through acquisitions.

The business is run in six subsidiaries that structurally conform with the six segments in line with which the business is reported.

The Poolia share

Poolia is listed on NASDAQ OMX Stockholm AB under the designation POOL B. The company's largest shareholder, Björn Örås, had at the end of 2009 73.07 % of the votes and 47.75 % of the capital. Björn Örås is also the Chairman of the Board of Poolia. No other shareholder had a holding that corresponded to voting rights of 10 % or more.

The total number of shares issued is 17,121,996, of which 4,023,815 are Class A shares and 13,098,181 are Class B shares. Each Class A share provides entitlement to one vote and each class B share to 1/5 vote.

Board of Directors’ Report

Directors’ Report

Poolia AB (publ) Corp. ID no. 556447-9912

segment subsidiary holding share of establishment

revenues

Poolia Sweden Poolia Sverige AB 100 % 53.4 % Gävle, Gothenburg, Jönköping, Malmö,

(incl subsidiaries in commission) Norrköping, Linköping, Stockholm,

Södertälje, Uppsala, Västerås, Örebro.

Poolia Denmark Poolia Danmark A/S 100 % 0.5 % Copenhagen

Poolia Finland Poolia Suomi OY 100 % 2.5 % Helsinki

Poolia Germany Poolia Holding GmbH 100 % 7.4 % Düsseldorf, Frankfurt, Hamburg,

(incl subsidiary) Hannover, Cologne, Mannheim, Munich

Poolia UK Poolia UK Holdings Ltd 100 % 10.2 % London

(incl subsidiary)

Dedicare Dedicare AB (incl subsidiaries) 96 % ¹⁾ 26.1 % Sweden, Norway and Finland

the ten biggest shareholders

Holding Votes

Björn Örås 4,023,815 4,151,445 47.75 73.07

Norden 737,273 4.31 2.22

Skandia Fond Småbolag Sweden 657,000 3.84 1.98

Fjärde AP-fonden 632,497 3.69 1.90

Norden 606,461 3.54 1.83

Verdipapirfond Odin Sweden 561,587 3.28 1.69

Riksbankens Jubileumsfond 450,000 2.63 1.35

Carlson Småbolagsfond 396,703 2.32 1.19

Stella Småbolag 300,000 1.75 0.90

United Nations Joint Staff Pension

Fund, UK 294,000 1.72 0,89

Total 4,023,815 8,786,966 74.83 87.02

1) 4 % of the shares owned by Dedicare's MD, Stig Engcrantz

(14)

There are no restrictions on the transferability of shares on the basis of provisions in the Articles of Association. There are no agreements known to the company between shareholders that limit the entitlement to transfer shares. Nor are there any agreements to which the company is a party that take effect, are changed or cease to be valid if control over the company changes as a consequence of a public take-over bid.

According to the Articles of Association, Board members are appointed every year at the Annual General Meeting.

The Articles of Association contain no restrictions on the ap- pointment or compulsory retirement of Board members or in respect of changes to the Articles of Association.

Decisions must be made in accordance with the Swed- ish Companies Act. There are no agreements between the company and Board members or employees that define com- pensation if anyone serves notice to leave the company, is dismissed without reasonable cause or if their employment ceases as a consequence of a public take-over bid, other than the agreements between the company and senior executives as described in Note 8 and that include a severance payment to the Managing Director and other senior executives of a maximum of 12 months.

Significant events in 2009

Summary

• The global recession has a major impact on the staffing industry.

• With the help of substantial cost savings, streamlining and increased sales initiatives, the company succeeds in reducing the impact on results and maintaining a positive cash flow.

• Permanent placement has reduced its share of revenues to 5 % (9 %).

Significant events by quarter

Quarter 1

• Adapting the business to the recession which meant in- tensified sales initiatives and increased market presence.

• Poolia Sweden establishes branch offices in Gävle and Linköping.

• Secured contracts with the four Helse regions in Norway gives Dedicare the opportunity to expand throughout the whole country.

• Dedicare initiates the establishment of a national deliv- ery organisation in Norway.

Quarter 2

• Reduced volumes and halving the proportion of permanent placement has a major impact on margins.

• Continued cost adjustments.

• Continued strong growth in Dedicare.

Quarter 3

• Strenghtened market positions in certain sections of the Swedish market.

• Impairment of fixed asset impacts on profits.

• Consolidation of operations in Denmark.

Quarter 4

• Additional structural measures for improved efficiency implemented.

• Increasing the share of permanent placement compared to quarter 3.

Market trend

The global recession has affected Poolia over the year by a fall in demand particularly in the permanent placement field. This fall in demand was evident in all segments except in Dedicare which showed strong growth even in 2009. The decline in permanent placement was sharp throughout 2009 while the decline in temporary staffing became evident after the first quarter, although this part of the business remained relatively strong. In the healthcare segment, in which Dedi- care operates, growth has been good over the year. A description of market trends by country is reported on Page 7.

Seasonal fluctuations

Revenues from temporary staffing operations are highly de- pendent on the number of working days (non public holidays) in the month and on holiday periods. The number of working days has the most significant effect on earnings as temporary consultants in certain countries receive a fixed monthly salary, regardless of the number of working days. This occurs mainly in Sweden and Germany. In Sweden, approximately 15 % of temporary consultants receive a fixed monthly salary.

Revenues from temporary assignments extend over a longer period than revenues from permanent placements.

Revenues from both temporary staffing and permanent placement are lower during the holiday period in the sum- mer, except in the healthcare sector, where the seasons are reversed.

Directors’ Report

(15)

Revenues

Revenues for the Group fell by 8.8 % to MSEK 1,311.1 (1,437.8). Exchange rate fluctuations had a positive effect on revenues of 1 % during 2009.

Temporary staffing continued to be the dominant service area and accounted for 95 % of revenues. The proportion of permanent placement has decreased from 9 % to 5 %, but the proportion of permanent placement increased to 6 % in the fourth quarter.

For the temporary staffing operation, revenues were distributed among the segments below.

Finance ¹⁾ 36 % (40)

Administration ²⁾ 18 % (22)

IT 14 % (14)

Engineering 5 % (3)

Healthcare (Dedicare) 27 % (21)

1) Finance & Accounting and Financial Services

2) HR, Sales & Marketing, Office Support (Executive was distributed in all business areas.)

The drop in sales for Poolia Sweden was 17 %. The global recession has resulted in lower demand for the company's services and even longer decision-making processes at our clients, which has reduced the number of assignments, primarily in permanent placement.

Revenues for Poolia Sweden totalled MSEK 700.2 (845.4). Sales in Denmark were MSEK 5.9 (15.6). Finland showed a growth of 5 % to MSEK 32.6 (31.1) which is a result of a successful sales focus strategy in the Finnish organisation. Revenues in Germany totalled MSEK 97.4 (100.8), a drop of 3 %. Currency fluctuations had a positive effect of 9 %. In the UK revenues dropped by 24 % to MSEK 133.2 (174.4). Currency fluctuations had a negative effect of 1 %.

The decline is a result of low market demand in all our business areas. Dedicare, which covers healthcare in Sweden, Norway and Finland, had sales of MSEK 341.8 (270.5). This is equivalent to a growth of 26%.

Financial results

The profit after financial items was MSEK 30.6 (109.6). The operating profit was MSEK 28.4 (105.3). The operating margin was 2.2 (7.3) %. Poolia Sweden showed an operating profit of MSEK 31.0 (88.1) and the operating margin was 4.4 (10.4) %.

The operating loss for Denmark was MSEK -3.5 (0.0) and the operating profit in Finland was MSEK 2.2 (3.4) while the operating margin was 6.7 (10.8) %. Germany's operating profit was MSEK 2.4 (10.0) and the operating margin was 2.5 (9.9) %.

The UK's operating loss for the year was MSEK -6.9 (0.2). The

operating profit for Dedicare was MSEK 25.1 (21.2) and the operating margin was 7.3 (7.8) %. Consolidated profit after financial items was MSEK 2.1 (4.3). Non-distributed parent company costs totalled MSEK -21.8 (-17.5) including a one-off cost for impairment of fixed asset of MSEK 5.6. The tax rate for the Group was 39 (25) %. The tax rate is affected by a non-posted tax asset on the loss for the year, the impairment of a previously posted deferred tax asset relating to tax loss carry forwards and an adjustment of previous years’ tax in Germany.

Financial position

The Group’s cash and cash equivalents as at 31 December 2009 totalled MSEK 67.8 (116.5). Cash flow from operating activities during the period was MSEK 35.8 (MSEK 105.7).

A share dividend of MSEK 77.0 was paid. The equity/assets ratio was 52.3 (55.7) % as at 31 December 2009.

No loans or credit lines existed at 31 December 2009.

The principles applied for financial risk management and exposure in respect of the various types of risks are pre- sented in Note 4.

Investments

The Group's investments in fixed assets totalled MSEK 5.9 (12.9) and relate primarily to investments in Group-wide ad- ministrative systems.

Goodwill

Group goodwill totalled MSEK 91.5 (89.6). No impairment requirements came to light during the annual impairment tests. The change compared with the previous year consisted of exchange rate differences. The principles applied for the valuation and a summary of the distribution of cash-generat- ing units are shown in note 15.

Employees

The average number of permanent employees for the year was 1,888 (2,108). As at 31 December 2009 the total number of employees was 2,039 (2,380).

The vast majority - nine out of ten - of Poolia's employees are temporary staff, who are placed on temporary staffing assignments with clients in various sectors for shorter or longer periods of time. Internal staff, who take care of sales, follow- up and administration, constitute about 10 % of the entire workforce.

Poolia has a consistent and long-term staff enhancement policy with yearly employee satisfaction surveys and annual appraisals, and opportunities for skills development and good internal communication as key ingredients. At all times

Directors’ Report

(16)

Directors’ Report

Poolia takes care to comply with the laws and regulations in force in each country, for example in terms of employment and wage models, working time rules, the working environment and healthcare. Workplace equality is an accepted concept at Poolia. The dedicated work has resulted in an improved employee satisfaction index in all segments during the year.

Environmental information

Poolia does not conduct any operations that are subject to registration or licence obligations under the Swedish Envi- ronmental Code. One of the company’s fundamental values is

“to be the good company”, an obvious element of which is that we accept our responsibility to the environment. This means that the company comfortably satisfies the requirements of each country’s environmental legislation for a company with the kind of operations in which Poolia is involved. Environ- mental adaptation is based on what is technically possible, financially reasonable and environmentally justified, with reference to the Group’s size and resources. See further description on our website www.poolia.com.

Guidelines on remuneration for senior executives

At the 2009 AGM a decision was made on guidelines on remuneration for senior executives. The company’s senior executives have in 2009 been the Group’s management group comprising of the CEO/Managing Director of its parent company, country managers in Sweden, Germany and the UK, Marketing Director and Chief Financial Officer. The Board intends to propose unchanged guidelines for remuneration to senior executives at the 2010 AGM.

Motivation

Poolia shall offer competitive terms that enable the company to recruit and retain skilled professionals. Remuneration to senior executives shall consist of basic salary, variable remuneration, pension and other standard benefits. The remuneration is based on the individual’s commitment and performance in relation to targets defined in advance, both individual targets and shared targets for the company as a whole. There is continuous evaluation of individual performance.

Basic salary

The basic salary is usually reviewed once a year and must take into account the quality of the individual’s performance. The basic salary for the Managing Director and other senior executives must be competitive.

Variable remuneration

The variable remuneration shall be based on the trend in revenues and/or profits within the individual’s own area of responsibility and the Group. The variable remuneration of senior executives must be able to vary from minus 20 % to plus 80 % of fixed salary.

Decisions on any share and share related incentive schemes aimed at senior executives must be made at the AGM.

Other remuneration and terms of employment

The Managing Director has, in addition to retirement benefits under the law on general insurance, a personal pension contract. Other senior executives are covered by defined contribution pension plans that are essentially equal to the pre- mium level for the ITP plan. The retirement age for all senior executives is 65.

Senior executives are entitled to six or twelve months’ notice if the employment contract is terminated by themselves or by the relevant company respectively. The monthly salary shall be paid during the entire period of notice, although with a deduction for any other salary received during the period of notice. There are no agreements on additional severance pay- ments for senior executives.

Some senior executives also have a company car.

Deviations from the guidelines

The Board is entitled to deviate from the above guidelines if the Board considers that there are special reasons in an individual case to justify this.

Parent company

The parent company engages in general Group Management, development, IT operations and system administration as well as financial management. Revenues in 2009 totalled MSEK 21.1 (22.4), and there was a loss after financial items of MSEK -25.7 (-20.4). The loss includes the impairment of fixed assets to the order of MSEK 5.6 and the impairment of shares in subsidiaries to the order of MSEK 7.3. A share dividend was received from a subsidiary to the order of MSEK 2.5. The previous year’s financial result included a capital gain of MSEK 5.6 from the sale of a subsidiary and the impairment of shares in subsidiaries to the order of MSEK 6.7 in connection with shareholders’ contribution.

On 11 August 2009 the Swedish Companies Registration Office gave permission for a reduction of the share capital in accordance with a decision at the Annual General Meet- ing. The 1,344,510 shares that the company earlier bought