poolia annual report 2010

8/7/2019 Poolia Annual Report 2010

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poolia lorem ipsum

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POOLIA

ANNUAL REPORT2010

Poolia AB (publ) | Warvinges vg 20 | Box 30081 | 104 25 Stockholm | Tel: 08 - 555 650 00

Fax: 08- 555 650 01 | Corp. ID no.: 556447- 9912 | www.poolia.com

The ront page shows our employees in Poolia Executive Search. Back row: Lotta Hultin, Lennar t Cagnell, Ola Nilsson and Rickard Thorgren. Frontrow: Peter Adolsson and Maria Eriksson, MD.


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Applications

Shareholders who wish to attend the AGM must beregistered in the Euroclear Sweden AB share register nolater than Monday 18 April 2011, and be registered withPoolia no later than Monday 18 April 2011.

An application to participate at the AGM may be submitted to:Poolia ABTarja RoghultBox 30081SE-104 25 Stockholm

Applications may also be submitted by

Tel: 08 - 555 650 33Fax: 08 - 555 650 90email: [email protected]

The application must include name, phone number,personal ID number or corporate ID number, as well as thenumber o proxies. I shareholders with shares registeredto administrators are to be entitled to participate at theAGM, it is a requirement that the shareholder has his/hershareholding registered under his/her own name so that theshares are registered to their owner in good time ahead o18 April 2011.

Dividend

The Board o Directors proposes a dividend to shareholderso SEK 0.40 per share. The Board o Directors also proposesa distribution o Poolia's shares in the subsidiary Dedicare AB and that the company be listed on NASDAQ OMXStockholm AB's Small Cap list. It is proposed that 29 Aprilbe the reconciliation date. I the AGM passes a resolution inaccordance with this proposal, it is estimated that the divi-dend will be issued rom Euroclear Sweden AB on 4 May.

CALENDAR

Interim Report, January-March 26 April 2011Interim Report, January-June 26 July 2011Interim Report, January-September 26 October 2011 Year-end report 2011 February 2012

OtherISIN codeSE0000567539Short name on NASDAQ OMX POOL B

Invitation to the Annual General Meeting

The shareholders o Poolia AB (publ) are hereby

invited to the AGM, to be held on Tuesday 26

April 2011 at 4 pm at the company's premises in

Stockholm at Warvinges vg 20.

Holding

Shareholder inormation 2Poolia in brie, 2010 3Poolia's values and business activities 5From the CEO 6Markets 8The Poolia share 11Five-year summary 13

Directors Report 14Corporate governance report 21Group management 27Board o directors 28Group 29Parent company 32Notes 34 Audit Report

Denitions 46 Addresses


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Poolia in brie, 2010

1989Bjrn rs ounds Ekonompoolen(Pool o Accountants) inStockholm.

2008Continued strong growth andPoolia's most protable year ever.Continued expansion in Germany.

1999Poolia is launched on the StockExchange, and becomes the rstcompany in Sweden to oer a Legal

business area.

1992New legislation in Sweden toderegulate temporary stang.

2009Recession and decline in demandplaces high demands on eciencyand cost awareness. Continuedgrowth in the healthcare businessDedicare.

1996Bjrn rs becomes sole owner.The company adopts a new strategyto become a ull-service supplier

within the stang sector.

Poolia in brie

Poolia's history

2000Poolia becomes Sweden's secondastest-growing company andthird largest stang company.Operations start in Denmark andFinland.

2004Poolia reports a prot. Acquisitiono UK company Parker Bridge,

with operations in London andEdinburgh. Unifex is portionedout to shareholders and listed onthe Stock Exchange.

2001Acquisition o CompetenceSkterskejouren, leading to theinception o Poolia Healthcare.

Acquisition o A&Z and thereby thestart o operations in Germany. Thestang market declines due to the

recession and Poolia's protabilityalls.

proportion o revenues by segment revenues, MSEK

2002New strategy a ocus on qualiedpositions under the PooliaProessionals brand. Warehouse &Industry services are transerredto a separate subsidiary calledUnifex. Poolia Healthcare starts up

in Norway.

1993Teknikerpoolen ounded.Deregulation o the permanentplacement market.

2010Poolia reports growth and preparesto gain market shares.Monika Elling is appointed new MD.

Acquisition o Utvecklingshuset.

1050

1100

1150

1200

1250

1300

1350

1400

1450

1500

2006 2007 2008 2009 2010

Sweden 56,4%

Finland 2,2%

Denmark 0,4%

Germany 7,1%

United Kingdom 9,5%

Dedicare 24,4%


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Employee survey conducted annually among employees in each country (excludingDedicare). Denmark excluded or reasons o size.

average number o employees

Employee satisaction index 2006-2010

equity/assets, %

operating prot/loss, MSEK proportion o employees by country

gender distribution

Employee satisaction index 2010

Poolia in brie, 2010

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2006 2007 2008 2009 2010

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2006 2007 2008 2009 2010

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2006 2007 2008 2009 2010

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2006 2007 2008 2009 2010

The operating prot excludes the one-o eect o the impairment o goodwill in Poolia UK.

Earnings per share exclude the one-o eect o the impairment o goodwill in Poolia UK.

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2006 2007 2008 2009 2010

earnings per share, SEK

United Kingdom 12%

Norway 5%

Finland 3%

Denmark 1%

Germany 11%

Sweden 68%

Male 34%

Female 66%

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Sweden Finland Germany United Kingdom


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Poolia now oers high levels o competence in selected

business areas in more than 30 locations in six countries:

Sweden, Denmark, Finland, Germany, the UK and in

Norway, where we have a presence in the healthcare sector

through our subsidiary Dedicare. Poolia's long-term

objective is to expand, both within existing businesses and

through the opening o new businesses. It is, however, localdemand that is absolutely decisive in dening the rate

at which we can expand our business in a high-quality,

protable way.

Poolia's values

1. You are important2. To try the untried3. Always do your best4. Business rst, then administration5. The will to assume responsibility

6. With heart and soul7. Being the good company

Poolia's values orm the basis o the company's businessactivity and permeate everything we do. We want our valuesto help our employees to grow and to eel satisaction intheir work. Through our values we want to express ourcredibility, not just in our cooperation with our clients,but also in our contacts with candidates, shareholdersand other interested parties. Our objective is to be theleader in Europe in the temporary stang and permanentplacement o qualied proessionals. To achieve this, wemust be able to attract the best employees, and we strive tobe the best employer in the industry. Poolia's clearly dened,relevant value base is a strength and a precondition or ourultimately achieving our objective.

Poolia's business areas

Finance & AccountingPoolia's network o economists is a broad one and ormsthe basis o Poolia's business. O all stang companies inSweden, we are one o those with the longest experienceo the temporary stang and permanent placement

o economists. We have a broad selection o dierentcompetences in accounting and controlling, rom nancialassistants and controllers to chie accountants and CFOs.We also have a high level o competence in the eld obanking and nance as regards administration, debtmanagement, credit and insurance activities.

IT & EngineeringPoolia was the rst company in Sweden to oer qualiedresource temps in the eld o IT. So we have extensiveexperience o hiring and recruiting specialist competencesat all levels, rom project assignments to IT managers. In

the eld o engineering we oer well-qualied engineers andtechnicians in the areas o building/property, mechanicalengineering and electronics, as well as architecturalcompetence in both development and inrastructure.

Oce SupportPoolia has a broad range o administrative supportunctions. We can help with the temporary stang andpermanent placement o posts including oce managers,experienced oce assistants, managerial PAs and orderadministrators.

Human ResourcesThrough Poolia, you can hire or recruit university-educatedHR specialists with previous experience in the eld oHR. Examples o competences include HR managers, HRspecialists and HR administrators. We can also act as asupplement to your own HR Department.

Sales & MarketingIn the eld o sales and marketing we have competencesin the elds o inormation and marketing, rom projectmanagers, salespeople, buyers, PR ocers and webdesigners to marketing and inormation managers.

Other specialist areasPoolia also oers other specialist competences than thosementioned above, depending on local demand. Theseinvolve various occupational segments such as legal expertsand specialists in lie science such as laboratory sta andanalytical sta or biomedical production and advancedresearch.

Utvecklingshuset

Utvecklingshuset works with individuals, companies andorganisations in connection with changes at work andsupplies services that match our clients' needs rom anorganisational and individual perspective.

Poolia Executive SearchWhen recruiting or a senior position, a company's ownnetwork is oten not enough. A more specic processand special expertise are required. This is why we have abusiness that specialises in this: Poolia Executive SearchAB. Within Poolia Executive Search we work using acareully developed job specication, a structured selection

process combined with relevant tests and reerence checks.This, combined with an extensive network, considerableexperience, quality-assured methodology and hard work,ensures that our recruitment consultants support the clientto achieve successul managerial appointments.

DedicareWithin our subsidiary Dedicare we hire and recruit doctors,nurses and other healthcare sta. It can involve anythingrom providing private and public healthcare providers withindividual locums or a day or stang entire departments,units or operation teams. We also recruit personal

assistants or the disabled, according to the needs andpreerences o the disabled person.

Poolia's values and business activities


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Milestones that have helped us to grow

Poolia was created through entrepreneurship when Bjrnrs ounded Ekonompoolen in 1989. We have passed anumber o milestones since then: the deregulation o thetemporary stang and permanent placement market,the Stock Exchange launch in 1999 and the subsequentexpansion beyond the Swedish borders. The size o theSwedish stang sector has more than doubled between2002 and 2010.

Poolia's strategy reached a milestone in 2002 when we

realised that our clients' needs and decision-making criteriain the areas o permanent placement and temporary stangvaried signicantly, depending on the kind o post that theclient wanted to ll. Sta are always one o a company'smost important resources, regardless o where employeesare within a company's hierarchy. But the higher up the postis, the more employees represent strategic capital. Price andspeed are always hygiene actors, but quality, i.e. selectingthe right individual, is the key actor.

In 2004 Poolia disposed o Unifex, which ocuses onindustry and warehousing. Poolia chose to ocus on themarket or proessionals. The proposal rom the Board o

Directors to the 2011 AGM is now to ocus even more and todispose o the healthcare business Dedicare.

An obvious proessional partner

Poolia shall continue along its path with a ocus onthe qualied proessionals segments and strengthenits customer oer in line with our clients' demand. Weshall be the obvious partner or permanent placement,temporary stang, outplacement and career coachingin the proessional eld. As new CEO, I am extremelyproud o and delighted with the levels o client satisactionand employee satisaction that we see in our client andemployee surveys. For us, it is a matter o identiying the

ideal match, in which the client receives a hard-working,experienced and competent employee and our temp orrecruited candidate sees a challenge and a competence-based match in the position oered.

For our temps and candidates we want to be a career path,a liestyle and an opportunity to broaden their experience.For our clients, we want to constantly provide a greaterdepth and breadth within our segments, so that we are theobvious partner in the proessional eld, rom MD andBoard level to oce administrators and young academics.

We recently launched Poolia Executive Search and

reinorced our own search team with new blood rom otherparts o the search industry. We will have a lot to oer inthis area. We have experience, a broad network o contactsand modern, ecient systems and processes.

Culture, values and corporate prole gohand in hand

Even though we are now a big, publicly listed company, westill cherish our roots in entrepreneurship. It is importantthat our employees are very amiliar with the culture andthe values that Poolia represents. These values support each

individual person's own initiative and give employees drivein their daily work. A clearly dened ramework leads togreater creativity. We want all o our employees to be able tosee their work and the group's work produce results and toeel a sense o joy in this being appreciated.

Poolia, quality is our guiding principle

From the ceo

Poolia's ultimate guiding principle is quality. Our entire existence is based on our hiring andrecruiting qualied proessionals or our clients. As employees are the most important assets in

many companies, we want our clients to rest assured that by working together with Poolia they

will have access to the best competence in the market. We work continuously to nd new, more

cost-efcient methods in our work and we always strive to adapt our services using processes

that meet the client's needs or the position in question. Our clients are important to us, and

we want to be an important actor or our clients. So we want them always to eel that they are

getting value or money in their partnership with Poolia.


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Our employees are our biggest asset. We strive continuouslyto be a good employer, to provide career opportunities,new challenges and enjoyment in daily work. In 2010 welaunched our Poolia Talent Management programme, withten participants rom dierent parts o our Group. Theprogramme is here to stay and will be developed, and we areworking apace to recruit or the 2011 programme.

The past year

Poolia as a company is sensitive to economic fuctuations,although less sensitive than the industry average thanks toour proessionals-based prole. The proessional eld allsslightly later and to a lesser extent in recessions than thewarehouse and industry segment, but it also rises somewhatlater and with less vigour when the economy recovers. Forus, the positive change in the economy came during 2010,and the year ended strongly. For the whole year, the Groupgrew by 5.8% excluding currency eects, by 22% in theourth quarter. The operating margin in the ourth quarterexpanded, excluding the impairment o goodwill, to 3.4%(0.5%). For the whole year, the operating margin was 1.7%(2.2%), beore the impairment o goodwill.

Poolia Sweden is the Group's most important segment,accounting or 56% o revenues. Growth in Poolia Swedenaccelerated to 29% in the last quarter, having started theyear weakly, and reached a level o 9.6% or the wholeyear. In the permanent placement business, growth roseto around 90% towards the end o the year, and we willcontinue to ocus on permanent placement. We will beurther reinorcing our organisation with a view to gainingmarket shares in 2011.

The economy has also improved in Germany, and growth

or the ull year o 11% in local currency reached 36% in theourth quarter. During the autumn we decided to replacethe Country Manager. We are now working fat out torebuild and strengthen our organisation. In due course webelieve that the change will take Poolia Germany to newlevels in terms o positioning, growth and eciency.

Poolia UK has or a long time ound it dicult to stay outo the red, even though cost-cutting measures implementedin recent years have been successul and have signicantlyreduced losses. The objective is unambiguously to identiya protable structure and to eliminate losses in ull; no

other option is acceptable. As the prot trend duringthe year in the UK was not as planned, causing us to

change expectations o uture developments, the need orimpairment testing arose, and a decision was made to writedown goodwill in ull.

Poolia Finland now accounts or 2.2% o the Group's salesand has the highest operating margin o 8.5% or the wholeyear 2010. Our brand awareness is rising continuously inFinland and we see good opportunities or expansion in theuture.

Our business in Denmark underwent a major restructuringprogramme during 2008/2009, the main ocus o whichwas on signicant cost-cutting. The restructuring processwas successul and we now have a small, but robustbusiness that we believe will have an important role to playin the resund region.

Poolia's uture

We are now working in all segments to take advantageo the positive market situation that exists. We will beexpanding geographically and in terms o client concept inthe countries where we already operate. We want to nurtureour culture, which is characterised by values that impartjoy and motivation, to identiy the optimal concept orevery single one o our clients and to develop it urther. Ourjob is to match assignments with competent, enthusiasticcandidates and temps. Our ambition is to be a goodemployer, one that supports and develops our employeesand candidates, and thus enables us to deliver the veryhighest quality to our clients.

Monika Elling

MD and CEO

From the ceo


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Poolia Sweden

In 2010 the Swedish stang markethad sales o around SEK 17 billion*

and a penetration rate o 1.3%*.

Growth in the industry was strong

in 2010, primarily in areas such

as the industry and warehouse

segment, where Poolia does not

operate. Poolia is the single biggestsupplier that ocuses exclusivelyon qualied proessionals. PooliaSweden's sales grew by 10% to

MSEK 767.2, generating an operating prot o MSEK 27.5.The operating margin or the ull year was 3.6%. PooliasSwedish operations accounted or 56.4% o consolidatedrevenues. Temporary stang services accounted or 90% orevenues and permanent placement or 10%.

Poolia UK

With sales accounting or 12% othe global stang market, the UKis by ar the biggest in Europe.**

It is also a mature market, with apenetration rate o 3.6%, exceedingall other European countries.**Poolia's revenues totalled MSEK129.4, which is a reduction o 3%.The operating loss was MSEK -75.1The operating loss includesimpairment o goodwill to the ordero MSEK -71.2; the gure beore

impairment is MSEK -3.9. The UK accounts or about 10%o Poolia's revenues. Temporary stang services accountedor 88% o revenue and permanent placement or 12%.

markets

Poolia now operates in the markets in Sweden, the UK, Germany, Finland and Denmark. Our

segmentation matches our geographical division, and also includes our healthcare segment, the

subsidiary Dedicare, which also operates in Norway. Poolia works with permanent placement,

temporary stafng, outplacement and career development in the proessional eld.

sa Edman KllstrmerMD Poolia Sweden

Markets

* The latest available statistics or the Swedish stang market's sales rom the industryorganisation Bemanningsretagen.**The latest available statistics or the market's sales are the 2009 gures rom CIETT(International Conederation o Private Employment Agencies).

Shaun GreeneldMD Poolia UK

swedenrevenues and operating margin

UKrevenues and operating margin

MSEK %

MSEK %

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2006 2007 2008 2009 2010

The chart above shows the operating margin excluding impairment o goodwill.


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Poolia GermanyThe penetration rate in the Germanmarket was around 1.6% in 2009.**

Sales in Poolia Germany wereMSEK 96.9, a drop o 0.5%compared with the previous year.The operating loss was MSEK -0.1The business accounts or about 7%o Poolia's revenues. Temporarystang services accounted or91% o revenues and permanent

placement or 9%. The German market is very regional andconditions vary greatly between the regions, and a localpresence is important in terms o the potential to run abusiness.

Poolia Finland

The penetration rate in the Finnishmarket was around 0.8% in 2009.**

Poolia Finland's sales in 2010totalled MSEK 29.4, a drop oaround 10% compared with theprevious year. The operating losswas MSEK 2.5. Temporary stangservices accounted or 86% orevenues and permanent placementor 14%.

Poolia Denmark

The penetration rate in the Danish market was approx.0.6%.**

Poolia Denmark's sales totalled MSEK 6.0 in 2010, anincrease o 1.2% on the previous year. The operating protwas MSEK 0.1. Temporary stang services accounted or61% o revenues and permanent placement or 39%.

Because o the modest size o this segment, the work isbeing led rom Sweden.

markets

Jose MajanenMD Poolia Finland

Tobias RebenichMD Poolia Germany

germanyrevenues and operating margin

MSEK %

nlandrevenues and operating margin

MSEK %

denmarkrevenues and operating margin

MSEK %

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dedicare

Dedicare, Poolias subsidiary inhealthcare stafng, operates in

Sweden and Norway.

Dedicare has been very successulin both the Swedish and Norwegianmarkets, and is now the biggestin Sweden in temporary stango nurses, and one o the ourlargest in temporary stang o

doctors. During the year Dedicaremaintained its position in themarket. In 2010, revenues ell by 3% to MSEK 331.9, whichis 24.4% o the Group's total revenues. The operating protwas MSEK 20.8, producing an operating margin o 6.2%.

The Board o Poolia has made a decision to propose thatthe AGM distribute the company's shares in Dedicare toshareholders in combination with a listing o the shares onNASDAQ OMX Stockholm AB's Small Cap list.

Stig Engcrantz

MD Dedicare

dedicarerevenues and operating margin

MSEK %

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2006 2007 2008 2009 2010


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the biggest Swedish shareholders

Holding VotesName Class A shares Class B shares % %

Bjrn rs 4,023,815 3,951,445 46.58 72.46Swedbank Robur SmbolagsondSweden 879,578 5.14 2.65

Fjrde AP-onden 773,740 4.52 2.33

Verdipapirond Odin Sweden 651,744 3.81 1.96

Swedbank Robur SmbolagsondNorden 606,461 3.54 1.83

Skandia Fond Smbolag Sweden 484,619 2.83 1.46

Riksbankens Jubileumsond 450,000 2.63 1.35

Apoteket AB's pension und 327,500 1.91 0.99

Carlsson Smbolagsond 302,200 1.76 0.91

NTC UN Joint Sta Pens FD 294,000 1.72 0.89

Monika Elling 288,000 1.68 0.87

Total 4,023,815 9,009,287 76.12 87.7

The Poolia sharePoolia was listed on the Stockhlm Stock Exchange on 23June 1999.Share capital as o 31 December 2010 totalledSEK 3,424,399 divided among 17,121,996 shares, o which4,023,815 were class A shares and 13,098,181 were classB shares, at a par value o SEK 0.20. Each share providesequal entitlement to the companys assets and prots.A class A share provides entitlement to one vote and aclass B share to 1/5 vote.

Share price movement

The share price was SEK 36.90 at the beginning o the year

and SEK 42.10 as at 31 December 2010. The highest priceo the Poolia share during the year was SEK 44.60, and thelowest SEK 28.50.

Stock exchange trading

The Poolia share is listed on the NASDAQ OMX StockholmAB stock exchange under the designation POOL B. A round

lot consists o 1 share, and the par value o the share is SEK0.20.

Dividend policy

The Board o Directors long-term dividend policy is that

annual dividends shall normally exceed 50% o the Groups

ater-tax prot.

The Poolia share

the ten largest oreign shareholders


Placeringsond smbolagsond, Norden, Finland 213,305 1.25 0.64

Baillie Giord EUR Smaller Co FNDS,UK 137,902 0.81 0.42

NTC Guernsey Treaty Client Lend, USA 118,340 0.69 0.36

SEB Lie Ireland Assurance, Ireland 100,000 0.58 0.30

Jyske Bank CLNT HDG NonDK clients, Denmark 80,841 0.47 0.24

Skandinaviska Enskilda Banken S.A..NQI, Luxembourg 50,200 0.29 0.15

CBNY-DFA-CNTL SML CO S, USA 33,150 0.19 0.10

SEB Lie Ireland Assurance, Ireland 30,747 0.18 0.09

SEB Lie Ireland, Ireland 13,000 0.08 0.04

Amagerbanken A/S, Denmark 8,200 0.05 0.02

Total 785,685 4.59 2.37

Holding at 31 December 2010

Holding VotesNo. o shares No. o shareholders % %

1 1,000 2,347 3.97 2.05

1,001 5,000 275 3.76 1.94

5,001 50,000 49 3.78 1.95

50,001 29 88.50 94.07

Total 2,700 100.00 100.00

analysts who monitor poolia

Name Company

Stean Andersson SEB Enskilda Anders Tegeback Handelsbank

Mikael Ldahl Carnegie

Erik Rolander Remium


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The Poolia share

share price trend 2010, sek

ownership categories

share price trend 2006-2010, sek

key ratios per share

2010 2009 2008 2007 2006

No. o shares,average 17,121,996 17,121,996 17,808,094 18,466,506 18,460,553

No. o sharesoutstanding 17,121,996 17,121,996 17,121,996 18,466,506 18,466,506

Prot/loss pershare, SEK -3.46 1.04 4.61 3.54 3.00

Shareholders equityshare, SEK 8.03 12.79 16.21 15.90 14.91

Dividendper share, SEK 0.401 1.50 4.50 2.50 2.50

Share price31/12, SEK 42.10 37.40 20.80 35.00 67.25

P/E-ratio neg. 36.0 4.5 9.9 22.4

1 Proposed by the Board o Directors.

share capital trend (issued shares)

Year Event Change in share capital Total share capital Change in number o shares Total number o shares

1997 Bonus 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 Bonus issue 965,715.84 1,073,017.6 5,365,088

1999 New issue 266,660 1,339,677.8 1,333,300 6,698,388

2000 New issue 193,599.8 1,533,277.6 968,000 7,666,388

2001 Bonus issue 3,066,555.2 4,599,832.8 15,332,776 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 Bonus issue 184,401.9 3,688,038 18,440,1902005 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

2010

JAN FEB MAR APR MAJ JUN JUL AUG SEP OKT NOV DEC30

35

40

45

50

BAktien

OMX Stockholm_PI

NASDAQ OMX

2005 2007 2008 2009 2010

20

30

40

50

60

70

BAktien

OMX Stockholm_PI

NASDAQ OMX

Financial Companies21%

Swedish PrivateIndividuals 56%

Foreign Owners5%

Public Sector 3%

Social InsuranceFunds 5%

Other 10%


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key ratios

2010 2009 2008 2007 2006

Operating margin, % 3.5 2.2 7.3 5.2 6.1

Prot margin, % 3.5 2.3 7.6 5.4 6.3

Return on equity, % 28.2 7.4 28.9 23.0 22.0

Return on capital employed, % 26.2 12.4 38.4 25.6 30.5

Return on total assets, % 11.6 6.7 22.0 15.0 17.8

Shareholders equity/assets ratio, % 36.0 52.3 55.7 58.6 58.6

Share o risk-bearing capital, % 36.5 52.8 57.4 59.0 58.6

Average number o employees 1,952 1,888 2,108 2,136 2,047

Revenues per employee, KSEK 697 694 682 627 597

Earnings per share, SEK 3.46 1.04 4.61 3.54 3.00

summary o the balance sheet

Amounts in MSEK 2010-12-31 2009-12-31 2008-12-31 2007-12-31 2006-12-31

Assets

Goodwill 43.5 91.5 89.6 98.8 99.5

Other xed assets 16.5 25.0 34.0 28.6 21.5

Deerred tax assets 11.5 16.8 17.5 17.9 7.4

Current receivables 287.2 221.8 244.0 244.3 246.3

Cash and cash equivalents 29.6 67.8 116.5 111.4 95.5

Total assets 388.3 422.9 501.6 501.0 470.2

Shareholders equity and liabilities

Shareholders equity 139.9 221.0 279.4 293.6 275.4

Long-term liabilities 1.8 2.4 8.3 2.1 0.5

Current liabilities 246.6 199.4 213.9 205.3 194.3

Total shareholders equity and liabilities 388.3 422.9 501.6 501.0 470.2

summary o the income statement

Amounts in MSEK 2010 2009 2008 2007 2006

Operating revenues 1,360.8 1,311.1 1,437.8 1,339.7 1,212.4

Operating expenses 1,328.5 1,268.1 1,325.1 1,262.4 1,132.9

Operating prot/loss beore depreciation and impairments 32.3 43.0 112.7 77.3 79.5

Depreciation o xed assets (excluding goodwill) 8.9 14.6 7.4 7.3 4.8

Impairment o goodwill 71.2

Operating prot/loss 47.8 28.4 105.3 70.0 74.7

Financial items 0.3 2.2 4.3 2.8 1.9

Prot/loss beore tax 48.1 30.6 109.6 72.8 76.6

Taxes 10.5 12.1 27.0 7.5 21.3

Loss or the year -58.6 18.5 82.6 65.3 55.3

Five-year summary

FIVE-YEAR SUMMARY

The tables below present condensed nancial inormation or the nancial years 2006-2010.

1) Please reer to page 46 or denitions o key ratios.


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The Board o Directors and the Managing Director oPoolia AB (publ), with its registered oce in Stockholm,Sweden, hereby submit the annual report and consolidatedaccounts or the nancial year 2010.

The ollowing income statements, report oncomprehensive income, balance sheets, specications oshareholders equity, cash fow statements and reports on

the accounting policies applied and notes represent Pooliasormal nancial statements.

Business description

Poolias business concept is to provide companies andorganisations with the skills that, either temporarily orpermanently, meet their needs or qualied proessionals.Poolia has chosen its path and ocuses on temporarystang and permanent placement in the business areaso Finance & Accounting, Financial Services, HumanResources, Sales & Marketing, IT & Engineering, Oce

Support and Executive Search. These are supplementedby the Outplacement and Career Development businessarea. Activities in the eld o healthcare stang have beenbrought together under the separate Dedicare brand. In2009 Poolia operated in six countries: Sweden, Denmark,Finland, Norway, Germany and the UK.

Poolia's vision is to become a European leader intemporary stang and permanent placement o qualiedproessionals, created by skilled and dedicated employeeswith the same values. The long-term goal is to becomeone o the top ve in Europe in temporary stang and

permanent placement o qualied proessionals. Growthwill primarily be organic, and in exceptional cases throughacquisitions.

The business is run in six subsidiaries that structurallyconorm with the six segments in line with which thebusiness is reported. It is at this level that Poolia's seniordecision-makers analyse the business.

The Poolia share

Poolia is listed on NASDAQ OMX Stockholm AB under thedesignation POOL B. The company's largest shareholder,Bjrn rs, had at the end o 2010 72.46% o the votes and46.58% o the capital. Bjrn rs is also the Chairman othe Board o Poolia. No other shareholder had a holdingthat corresponded to voting rights o 10% or more.

The total number o shares issued is 17,121,996, o which4,023,815 are Class A shares and 13,098,181 are Class Bshares. Each Class A share provides entitlement to one voteand each class B share to 1/5 vote.

Directors Report

Directors Report

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

the ten biggest shareholders


Bjrn rs 4,023,815 3,951,445 46.58 72.46

Swedbank Robur SmbolagsondSweden 879,578 5.14 2.65

Fjrde AP-onden 773,740 4.52 2.33 Verdipapirond Odin Sweden 651,744 3.81 1.96

Swedbank Robur SmbolagsondNorden 606,461 3.54 1.83

Skandia Fond Smbolag Sweden 484,619 2.83 1.46

Riksbankens Jubileumsond 450,000 2.63 1.35

Apoteket AB's pension und 327,500 1.91 0.99

Carlsson Smbolagsond 302,200 1.76 0.91

NTC UN Joint Sta Pens FD 294,000 1.72 0.89

Total 4,023,815 8,721,287 74.44 86.83

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

segment subsidiaries holding share o sales locations

Poolia Sweden Poolia Sverige AB 100% 56.4% Falun, Gvle, Gothenburg, Jnkping,(incl. subsidiary in commission) Malm, Norrkping, Linkping,

Stockholm, Sdertlje, Uppsala,Vsters, rebro.

Poolia Denmark Poolia Danmark A/S 100% 0.4% Copenhagen

Poolia Finland Poolia Suomi OY 100% 2.2% Helsinki

Poolia Germany Poolia Holding GmbH 100% 7.1% Dsseldor, Frankurt, Hamburg,

(incl. subsidiaries) Hanover, Cologne, Mannheim, Munich.Poolia UK Poolia UK Holdings Ltd 100% 9.5% London

(incl. subsidiary)

Dedicare Dedicare AB (incl. subsidiary) 96% 1) 24.4% Sweden and Norway


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There are no restrictions on the transerability o shareson the basis o provisions in the Articles o Association.There are no agreements known to the company betweenshareholders that limit the entitlement to transer shares.Nor are there any agreements to which the company is aparty that take eect, are changed or cease to be valid icontrol over the company changes as a consequence o apublic take-over bid.

According to the Articles o Association, Boardmembers are appointed every year at the Annual GeneralMeeting. The Articles o Association contain no restrictions

on the appointment or compulsory retirement o Boardmembers or in respect o changes to the Articles oAssociation.

Decisions must be made in accordance with theSwedish Companies Act. There are no agreements betweenthe company and Board members or employees thatdene compensation i anyone serves notice to leave thecompany, is dismissed without reasonable cause or i theiremployment ceases as a consequence o a public take-overbid, other than the agreements between the company andsenior executives as described in Note 8 and that includea severance payment to the Managing Director and other

senior executives o a maximum o 12 months.

Signicant events in 2010

Summary

For most o the year the business was signicantly a-ected by the global recession. Growth did not really getstarted until the ourth quarter.

Monika Elling took up her position as new MD andCEO on 30 August.

Decision to replace the Country Manager in Germany. Permanent placement increased its share o sales to 8%(5%).

Goodwill or Poolia UK was written down in ull.

Signicant events by quarter

Quarter 1

Increase in demand in both temporary stang andpermanent placement.

Expansion o the organisation to meet increase indemand in Sweden.

Quarter 2

Acquisition o outplacement company Utvecklingshuset. Poolia reports growth.

Quarter 3

Monika Elling new MD and CEO o Poolia. Dedicare launches new business area - Care.

Quarter 4

Impairment o goodwill attributable to the UK business.

Market trend

The global recession experienced in 2009 continued to havea major eect on Poolia in 2010, initially in the orm o lowerrevenues despite a higher number o enquiries. Quarters twoand three saw modest growth and expenses or increasingthe number o internal sta, especially in Sweden.

Even at the beginning o the year strong growth was conrmedin permanent placement in Sweden, which has increased theshare o permanent placement in relation to revenues in apleasing way. During the second hal o the year all segmentshad started to grow except the healthcare segment Dedicare.We have been able to conrm that the business in Dedicare inthe current economic climate has been later in the cycle thanthe rest o the business. A description o market trends bycountry is reported on pages 7-9.

Seasonal uctuations

Revenues rom temporary stang operations are highlydependent on the number o working days (non-publicholidays) in the month and on holiday periods. O thesetwo actors, it is the number o working days that has themost signicant eect on earnings, since employed temps incertain countries receive a xed monthly salary, regardlesso the number o working days.

This occurs mainly in Sweden and Germany. In Sweden,approximately 15% o employed temps receive a xedmonthly salary.

Revenues rom temporary assignments extend over alonger period than revenues rom permanent placements.

Revenues rom both temporary stang and permanentplacement are lower during the holiday period in thesummer, except in the healthcare sector, where the seasonsare reversed.

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Revenues

Revenues or the Group rose by 3.8% to MSEK 1,360.8

(1,311.1). Exchange rate fuctuations had a negative eecton revenues o 2% during 2010.

Temporary stang continued to be the dominantservice area and accounted or 92% o revenues. Theproportion o business in permanent placement rose to 8%(5%).

For the temporary stang operation, revenues weredistributed across the segments below.

Finance 1) 32% (36)Administration 2) 21% (18)IT 13% (14)

Technology 7% (5)Healthcare (Dedicare) 27% (27)

1) Finance & Accounting and Financial Services2) HR, Sales & Marketing, Oce Support(Executive was distributed in all business areas.)

The improvement in the economy led to a gradual risein demand during the year or the company's services,which eventually also led to an increase in the number oassignments. The strongest growth was recorded by thepermanent placement segment.

Revenues or Poolia Sweden rose by 10% and totalledMSEK 767.2 (700.2). Sales in Denmark were MSEK6.0 (5.9). Finland's revenues ell by 10% to MSEK 29.4(32.6). Currency fuctuations had a negative eect o10%. Revenues in Germany totalled MSEK 96.9 (97.4).Currency fuctuations had a negative eect o 11%. In theUK revenues ell by 3% to MSEK 129.4 (133.2). Currencyfuctuations had a negative eect o 7%. Dedicare, whichcovers healthcare in Sweden and Norway, had sales oMSEK 331.9 (341.8). This is equivalent to a all o 3%.

Financial results

The operating prot/loss was MSEK -47.8 (28.4). Theoperating margin was -3.5 (2.2)%. The loss includesamortisation o goodwill attributable to the UK operationo MSEK -71.2 The operating prot beore impairment wasMSEK 23.4 and the operating margin was 1.7%. PooliaSweden showed an operating prot o MSEK 27.5 (31.0)and the operating margin was 3.6 (4.4)%. The operatingprot or Denmark was MSEK 0.1 (-3.5) and the operatingprot in Finland was MSEK 2.5 (2.2), while the operatingmargin was 8.4 (6.7)%. Germany's operating prot wasMSEK -0.1 (2.4) and the operating margin was -0.2 (2.5)%.The UK's operating loss or the year was MSEK -75.1

(-6.9). Excluding impairment o goodwill, the UK reportedan operating loss o MSEK -3.9. The operating prot orDedicare was MSEK 20.8 (25.1) and the operating marginwas 6.3 (7.3)%. Consolidated prot/loss ater nancial

items was MSEK -0.3 (2.1). Non-distributed parentcompany costs totalled MSEK -23.3 (-21.8). The prot/loss beore tax was MSEK -48.1 (30.6). The tax cost or the

Group was MSEK -10.5 (-12.1).

Financial position

The Groups cash and cash equivalents as at 31 December2010 totalled MSEK 29.6 (67.8). Cash fow rom operatingactivities during the period was MSEK 8.4 (35.8).A share dividend o MSEK 77.0 (25.7) was paid. The equity/assets ratio was 36.0 (52.3)% as o 31 December 2010.

An overdrat acility o MSEK 20 was available duringthe year.The principles applied or nancial risk management

and exposure in respect o the various types o risks arepresented in Note 4.

Investments

The Groups investments in xed assets totalled MSEK 16.5(5.9), most o which relates to goodwill in connection withthe acquisition o Utvecklingshuset. The increase in cash orthe year was MSEK 7.7. A debt to a ormer shareholder wassubsequently paid to the order o MSEK 8.3.

Goodwill

Group goodwill totalled MSEK 43.5 (91.5). Goodwillattributable to the UK business was written down to theorder o MSEK -71.2, which represents the ull goodwillvalue o the acquisition. The reason or the impairmentis that the prot perormance o the company was not asexpected, and expectations o uture growth in the lighto this have been adjusted downwards signicantly. Animpairment need arose because o this, and goodwillwas written down. Apart rom this, the annual reviewrevealed no impairment need. Goodwill to the order oMSEK 15.7 arose in connection with the acquisition o

Utvecklingshuset. Other changes compared with theprevious year consisted o exchange rate dierences. Theprinciples applied or the valuation and a summaryo thedistribution o cash-generating units are shown in Note 15.

Employees

The average number o annual employees was 1,952 (1,888).As o 31 December 2010 the total number o employees was2,318 (2,039).

The vast majority - nine out o ten - o Poolia'semployees are employed consultants, who are placed on

temporary stang assignments with clients in varioussectors or shorter or longer periods o time.

Internal sta, who take care o sales, ollow-upand administration, constitute about 10% o the entireworkorce.

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Poolia conducts consistent, long-term work in the eld oHuman Resources, important ingredients being annualemployee satisaction surveys and annual appraisaldiscussions, opportunities or skills development and goodinternal communications.

At all times Poolia takes care to comply with the lawsand regulations in orce in each country, or example interms o employment and wage models, working timerules, the working environment and healthcare. Workplaceequality is an accepted concept at Poolia. This targetedwork has also produced a general improvement in theemployee index in 2010.

Environmental inormation

Poolia does not conduct any operations that are subjectto registration or licence obligations under the SwedishEnvironmental Code. One o the companys undamentalvalues is To be the good company, an obvious elemento which is that we accept our responsibility to theenvironment. This means that the company comortablysatises the requirements o each countrys environmentallegislation or a company with the kind o operations inwhich Poolia is involved. Environmental adaptation isbased on what is technically possible, nancially reasonableand environmentally justied, with reerence to the Groupssize and resources. See urther description on our websitewww.poolia.com.

Guidelines on remuneration or seniorexecutives

At the 2010 AGM a decision was made on guidelines onremuneration or senior executives. The company's seniorexecutives have in 2010 been the Group's managementgroup comprising o the CEO/Managing Director o itsparent company, country managers in Sweden, Germanyand the UK, Marketing Director and Chie FinancialOcer. The Board intends to propose unchanged guidelines

or remuneration to senior executives to the 2011 AGM.

Motivation

Poolia shall oer competitive terms that enable thecompany to recruit and retain skilled proessionals.Remuneration to senior executives shall consist o basicsalary, variable remuneration, pension and other standardbenets.

The remuneration is based on the individualscommitment and perormance in relation to targets denedin advance, both individual targets and shared targets orthe company as a whole. There is continuous evaluation oindividual perormance.

Basic salary

The basic salary is usually reviewed once a year and

must take into account the quality o the individualsperormance. The basic salary or the Managing Directorand other senior executives must be competitive.

Variable remuneration

The variable remuneration shall be based on the trend inrevenues and/or prots within the individuals own area oresponsibility and the Group. The variable remuneration osenior executives must be able to vary rom minus 20% toplus 80% o xed salary.

Decisions on any share and share-related incentive

schemes aimed at senior executives must be made at theAGM.

Other remuneration and terms o employment

The Managing Director has, in addition to retirementbenets under the Swedish National Insurance Act, adened contribution personal pension contract. Othersenior executives are covered by dened contributionpension plans that are essentially equal to the premiumlevel or the ITP plan. The retirement age or all seniorexecutives is 65.

Senior executives are entitled to either six months' orsix or twelve months notice i the employment contractis terminated by themselves or by the relevant companyrespectively. The monthly salary shall be paid during theentire period o notice, although with a deduction or anyother salary received during the period o notice. There areno agreements on additional severance payments or seniorexecutives. Some senior executives also have company cars.

Deviations rom the guidelines

The Board is entitled to deviate rom the above guidelinesi the Board considers that there are special reasons in anindividual case to justiy this.

Parent company

The parent company engages in general corporatemanagement, development, IT operations and systemsadministration, as well as nancial management.

Revenues in 2010 totalled MSEK 20.6 (21.1) and therewas a loss ater nancial items o MSEK -71.5 (-25.7). Theloss includes the impairment o shares in subsidiaries tothe order o MSEK -85.3 (-7.3) and an anticipated dividendpayment rom subsidiaries o MSEK 38.4 (2.5).

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Risks and uncertainty actors

All business activities involve some degree o risk. Pooliaperorms a continuous assessment o which risks thecompany is exposed to, and minimises them by means opreventive action and action plans dening how to dealwith any risk-related situations that might arise. Therisks to which the Poolia Group is exposed all into threedierent categories: operational risks, legal risks andnancial risks.

Operational risks

Economy and demand

There is an underlying structural growth in the stang

sector, but the volume is also aected by economicfuctuations. There is a high level o correlation betweengrowth in the stang sector and in the economy in general.Studies conducted by the Dutch investment bank INGWholesale Banking show that good economic growth has ave-old eect on the stang sector.

At the same time, when general economic growth islow or stops completely, the market or stang servicesslows down. The explanation or this is that i the economyweakens, client companies nd themselves over-staedand thus have less need to take in temporary labour romoutside. In a weaker economy there is also a signicantall in the need or permanent placement services. One

challenge or Poolia is thereore to deal with fuctuations inthe economy while still remaining protable.

Risks in a healthy economy

During periods with an increased rate o growth thebusiness depends on how well Poolia manages to attractand recruit qualied proessionals. One success actoris thereore the supply o competence that is in demand,and the rate o growth is largely determined by this. Oneo Poolia's strategic objectives is to be the most attractiveemployer in the sector, and we work actively on HR mattersregardless o the state o the economy. We also placegreat emphasis on constantly making contact with newcandidates with the right competence prole, so that wealways have a large candidate database.

Risks in a weak economy

When there is a downturn in the economy protabilitydepends on how quickly Poolia can perceive and interpretthe signals in the market, and also how well we can adaptthe company's cost base during the downturn. In duecourse Poolia's European strategy will lead to there beingless dependence on the state o the economy in individualmarkets. We also work constantly to increase the proportiono variable costs.

The biggest expense item is payroll costs, and in recentyears fexible payroll systems have been introduced orboth resource temps and internal sta. Nowadays most oPoolia's employees have partly fexible pay. As regards xedcosts such as premises and IT, we strive constantly to limit

the binding period and to create fexibility by paying oreach user.

Client dependence

Poolia's business is based on delivering quality to createsatised clients, who then choose to continue to purchaseservices rom Poolia.

To ensure that our deliveries result in satised clients,all o our assignments are ollowed up with a client surveywhich guarantees both the individual assignment andthe development o our processes. I most revenues are

generated rom a small number o individual clients, orclients in one single sector, this situation always constitutesa risk or a company like Poolia. We work actively withclient segmentation which is based on a good distributionbetween both sectors and client sizes, we have reduceddependence on individual client companies and sectors.In 2010, the ten largest clients accounted or 32% o totalGroup revenues, a modest increase on the previous year. Noindividual client represents a proportion o more than 10% o

the Group's total revenues.

Staf dependence

Like all service companies, Poolia is dependent on theemployees within the business. With a v iew to guaranteeingthe structural capital and reducing dependence on keyindividuals, the company's concept has been documentedin the Poolia Business Guide, a description o Poolia's workprocesses and methodology that serves as the Group'sjoint management tool and shortens the set-up time whenopening new businesses.

Liability risks

Poolia's liability risks are primarily risks o damages that atemp on a temporary stang assignment might cause to aclient's business or property, as well as employee injuries.Poolia's policy is never to assume liability or supervision,the position only involves providing the client with therequested competence. Inormation about the temp'scompetence and background o relevance to the assignmentare produced regularly or all assignments. The Group hasadequate insurance cover or liability risks, in accordancewith Poolia's general terms o delivery.

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Property risks

Poolia's operations are run in rented premises that areexposed to the risk o being subjected to intrusion, sabotageand re. The items most at risk o thet are computers andother oce equipment. The value o computers and the risko losing inormation content has been limited in recentyears, as computer operations have been outsourced, withcentral processing power and storage in premises awayrom Poolia's oces. Central operations also mean that the

setting up o operations in a new location can take placerelatively quickly.

Legal risks

Demand or Poolia's services depends to a large extent onthe laws and regulations that aect the labour market andthe stang sector in countries where we operate. Futurechanges in these laws and regulations may thereore haveboth a positive and a negative impact on Poolia. Countrymanagers are responsible or monitoring developments inthis area closely, or example by obtaining inormation rom

the industry organisation in the country in question.

Financial risks

Poolia is exposed to various types o nancial risk. Thecompany's general policy or nancial risk management isthat at any given time the negative eects on the Groupsearnings as a consequence o market fuctuations must beminimised. The Groups nancial policy is dened everyyear by the Board o Directors and governs how nancialrisks are to be addressed and which nancial instrumentsmay be used.

Currency risk

Currency risk is the risk that exchange rate changes have anegative impact on the Groups earnings. Poolia's currencyrisk arises in connection with internal Group nancing andwhen translating the income statements and balance sheetso oreign subsidiaries into Swedish kronor. Translationexposure relates to translation rom Euros, British Pounds,Norwegian Kroner and Danish Kroner. The nance policystates that translation exposure shall not be hedged. For2010, translation o oreign subsidiaries had a positive eect

on Group equity to the order o MSEK 3.2 (0.1). At presentPoolia has no other currency exposure.

Interest rate risk

Interest rate risk means the risk that changes in the marketrate will have a negative eect on the Groups net interestrevenues. The Group's exposure to interest rate risk waslimited on the closing date. Poolia has no holding ointerest-bearing nancial liabilities, and interest-bearingnancial assets comprise primarily unrestricted bankunds. A change in the market rate o one percentage pointwould aect all o the Groups interest-bearing assets and

liabilities, and would have an eect on earnings beore taxo about MSEK 0.3.

Credit risk and counterparty risk

The credit and counterparty risk relates to the riskthat the counterparty in a transaction is unable to ull itscommitment and thus generates a loss or the Group.The Group is exposed to credit and counterparty risk isurplus liquidity is invested in nancial assets. To limit thecounterparty risk, only counterparties with a high creditrating are accepted under the dened nance policy. As o

31 December 2010 there were no derivatives.Poolia's biggest operating assets are its accountsreceivable. Bad debts may arise in a business relationship orrom a dispute ater a client has become insolvent. Poolia'sreceivables rom any single client are relatively small inrelation to the outstanding accounts receivable portolio.This means that there is a limited risk o bad debts. TheGroup applies a credit policy that includes credit testingand meticulous ollow-up on payments.

The commercial credit risk within the Group is limitedin that there is no signicant credit risk concentration orthe Group in relation to any particular client counterpartyor in relation to any particular geographic region. The

maximum credit risk corresponds to the book value oPoolia's nancial assets.

Liquidity risk and cash ow risk

Liquidity risk is the risk that the Group may encounterdiculties in accessing money to meet commitmentsassociated with nancial instruments. Poolia's cash andcash equivalents are currently deposited in short-term bankor deposit accounts. There is not any renancing need atpresent.

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Expected uture development

The state o the global economy in 2010 resulted in varyingdegrees o positive growth in the the economy in all themarkets in which Poolia operates. This trend was refectedin the business, especially at the end o the year. It isestimated that this trend will continue in 2011 and thatdemand or temporary stang and permanent placementwill thus grow. There is a strong correlation betweengrowth in GDP and growth in the stang industry. Theeect on Poolia's business is deemed to vary in dierent

markets depending on the market structure and Poolia'sposition.

In the section above entitled Risks and riskmanagement, the eects o the recession on Poolia'sbusiness are described in greater detail.

Events ater the balance sheet date

Recruitment o new country manager in Germanycompleted.

Poolia has set up a company, Poolia Executive Search,

or the permanent placement o senior executives.

Share-based incentive scheme

There are no share-based incentive schemes.

Proposed appropriation o prot

Following positive results, Poolia's business generates acash fow that exceeds the need or working capital. Thegoal or the return to shareholders, in line with the dividendpolicy, is that the dividend shall exceed 50% o consolidated

prot ater tax. The companys growth strategy is based oncontinued organic growth and growth by acquisition, thelatter applying mainly in connection with the penetration onew markets.

The Board o Directors believes that Poolias nancialposition is good and that the dividend proposed below doesnot prevent the company rom perorming its obligationsin the short and the long term, and that it also doesnot prevent the company rom undertaking necessaryinvestments. The Groups cash holding as o 31 December2010 totals MSEK 29.6, and during 2011 the Groupexpects to continue to generate a positive cash fow. The

proposed dividend is thus authorised with due regard tothe requirements specied in section 17:3(2) and (3) o theSwedish Companies Act. It is proposed that 29.04.2011 bethe reconciliation date.

The proposed dividend is based on the prot atertaxes, but without the one-o eect o the impairment ogoodwill.

The Board o Directors proposes a dividend o SEK 0.40(1.50) per share. This means that a total o MSEK 6.8(25.7) will be paid in cash to shareholders. The Board oDirectors also proposes a distribution o Poolia's shares inthe subsidiary Dedicare AB and that the company be listedon NASDAQ OMX Stockholm AB's Small Cap list.

Available to the Annual General Meeting

Retained earnings 148,934,564Loss or the year 65,024,251

83,910,313

The Board and Managing Director propose

that earnings be disposed of as follows:

To the shareholders, a dividend o 6,848,798Shares in Dedicare AB 8,344,833Carried orward to the new accounts 68,716,682

83,910,313

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Description o Poolia

Poolia AB is a Swedish public company with its registeredoce in Stockholm. The company is the parent companyo the Poolia Group (Poolia). In 2010, the Group conductedbusiness in the Nordic countries (except Iceland) and inGermany and the UK. Poolia's share is listed on NASDAQOMX Stockholm AB.

Regulatory ramework

Poolia's corporate governance is regulated partly by Swed-ish law, primarily the Swedish Companies Act, and theregulatory ramework or issuers on the Stockholm StockExchange, which includes the Swedish Code o CorporateGovernance (the Code). In addition to legislation, regula-tions and recommendations, the Articles o Association alsocomprise a central document with regard to governance othe company. The Articles o Association are available atwww.poolia.com.

Poolia's application o the code

Poolia applies the Code in ull.

Corporate governance

* Representative o the Nomination Committee

ownership categoriesHolding (%)

Swedish private individuals 55.94

Foreign owners 5.17

Financial companies 21.18Public sector 2.63

Social insurance unds 4.85

Other 10.22

Corporate governance report

corporate governance report

largest shareholder, sha reholder group, as at 31.12.10

Shares Votes (%)

rs, Bjrn* 7,975,260 72.46

Swedbank Robur onder* 1,604,908 4.83

Fjrde AP-onden* 773,740 2.33

Verdipapirond Odin Sweden 651,744 1.96

Skandia onder 484,619 1.46

Riksbankens Jubileumsond 450,000 1.35

Carlson onder AB 427,200 1.29

Apoteket AB's pension und 327,500 0.99

NTC UN Joint Sta Pens Fd 294,000 0.89

Elling Monika 288,000 0.87

AGMsegment

Dedicare

segment

in poolia

MD

group management

stas

board o directors

external audit

(auditing company)

internal

control

environment

nomination

committeeElection o and remuneration

or directors and auditors

external regulatory rameworkSwedish Companies Act

Listing agreementSwedish Code o Corporate Governance

internal regulatory rameworkArticles o Association

Boards rules o procedureDivision o work Board / MDDecision-making procedures

Poolia Business GuidePolicies, rules, guidelines

and instructions


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AGMThe Annual General Meeting o Poolia AB is the companyssupreme decision-making body, through which theshareholders exercise their infuence over the company.Some o the AGM's principal tasks are to adopt thecompany's balance sheet and income statement, decide onthe appropriation o prots and compensation principlesor senior executives at the company and the discharge oliability or the Board and Chie Executive Ocer, who isalso the Managing Director.

Following a proposal rom the Nomination Committee,the AGM elects Board members until the end o the

next AGM and establishes principles or appointing theNomination Committee or the next AGM. All shareholdersrecorded in the shareholders register and who notiy thecompany o their intention to attend, in accordance withthe AGM notice issued, shall be entitled to participate in theproceedings o the AGM. Each class B share carries 1/5 oa vote, while each class A share carries one vote; all shares,however, carry equal entitlement to a share o the companysassets and prot.

AGM 2010

The most recent AGM was held on 27 April 2010 inStockholm. The meeting was attended by shareholderswho represented 79.93% o the votes and 61.07% o thecapital. In accordance with a motion rom the NominationCommittee, the meeting re-elected the Board, consisting oBjrn rs, Curt Lnnstrm, Monica Caneman, MargaretaBarchan and newly elected member Monika Elling. Bjrnrs was re-elected as Chairman o the Board, and CurtLnnstrm as Deputy Chairman. The AGM also decidedthat Board remuneration o SEK 800,000 (800,000) bepaid to the Chairman, SEK 225,000 (225,000) to theDeputy Chairman and SEK 150,000 (150,000) to membersnot employed by the company.

The AGM adopted the 2009 income statement and

balance sheet and, in accordance with a motion rom theBoard, approved a dividend or 2009 o SEK 1.50 per share.The members o the Board and the Managing Director werealso discharged rom liability or their management o thecompany during 2009. Furthermore, additional decisionsmade were: To mandate the Board o Directors to make decisions on

the acquisition and transer o the company's own shares. To approve the Board's proposal to reduce the share

capital through the withdrawal o repurchased shares. To approve the Nomination Committee's proposal or

principles or the make-up o the Nomination Committee. Guidelines on remuneration or senior executives.For more inormation please visit the company websitewww.poolia.com

AGM 2011The Annual General Meeting or the nancial year 2010will be held at the companys premises in Stockholm, atWarvinges vg 20, th foor, on 26 April 2011 at 16:00.The Annual Report is available rom 31 March 2011 onthe company websitewww.poolia.com. The AGM Noticeis issued via Post- och Inrikes Tidningar and the DagensIndustri newspaper on 29 March 2011. See the company'swebsite or the latest dates and recipients or shareholderswho wish to raise an issue at the meeting.

Board o directorsBoards liability

Poolia's Board has overall responsibility or the organisationand management o the company, and that guidelines ormanaging the company's unds are appropriately structuredand enorced. The Board is also responsible or establishingand evaluating Poolia's comprehensive, long-term strategiesand goals, determining budgets and business plans,reviewing and approving nancial statements, adoptinggeneral guidelines, making decisions on matters relatingto acquisitions and divestitures o businesses, and deciding

on major investments and signicant changes to Poolia'sorganisation and operations. The Board also procuresauditing services and maintains regular contact withthe company's auditor. The Board appoints the MD andadopts the MD's instructions. The Board sets salaries andremuneration or the MD and other senior executives on thebasis o guidelines adopted by the AGM. The Board mustalways work in the best interests o the company and all itsshareholders.

Board composition

Following the 2010 AGM, Poolia's Board is made up ove members. The MD is not usually on the Board, butparticipates by presenting matters together with thecompany's CFO. As rom 30 August 2010, when MonikaElling was appointed MD o the company, the MD hasbeen a member o the Board. Other ocials at the companyalso participate as rapporteurs on a continuous basis andwhenever necessary. For a more detailed description oBoard members see Page 28.

Board independence

All members o the Board o Poolia are considered to beindependent o both company and owners, apart romBjrn rs who, as principal owner, is not consideredindependent.

http://www.poolia.com/http://www.poolia.com/


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Nomination Committee

The Nomination Committee is the AGM's body chargedwith preparing the meeting's resolutions or election and

remuneration issues. In accordance with a resolution bythe 2010 Annual General Meeting, the Chairman o theBoard must, no later than at the close o the third quarter,convene the three largest shareholders in the companyin terms o votes, who then appoint one member each tothe Nomination Committee. I any o the three largestshareholders waive their right to appoint a member to theNomination Committee, the next shareholder in ordero size is given the opportunity to appoint a memberto the Nomination Committee. A representative o theshareholders should be appointed Chairman o theNomination Committee. The Nomination Committee'sterm o oce extends until a new committee is appointed.

The composition o the Nomination Committee must bedisclosed no later than in connection with the issue o thecompanys interim report or the third quarter. This willensure that all shareholders know the people who can becontacted in nomination matters.

The Nomination Committee is constituted on the basiso known shareholding in the company no later than theend o the third quarter. I signicant changes are made tothe ownership structure ater the Nomination Committee'sconstitution, the composition o the NominationCommittee should also be amended in accordance with theprinciples above. Changes to the Nomination Committee

must be made public immediately.

The Nomination Committee must prepare and submitproposals to the AGM or:

Election o Chairman o the Board and other members o thecompanys Board.

Board ees divided among the Chairman and other memberso the Board, and any payment or committee work.

Election o and ees or the auditor. Resolutions regarding the principles or appointing the

Nomination Committee.

Chairman o the Annual General Meeting.

No remuneration is to be paid to Nomination Committeemembers. The Nomination Committee is to be entitled,upon approval by the Chairman, to charge the companyor the cost o recruitment consultants and other expensesnecessary or the committee to ull its duties.The Nomination Committee ahead o the 2011 Annual

General Meeting consists o Jan Andersson, SwedbankRobur Fonder, Pia Axelsson, Fjrde AP-onden and Bjrnrs. Jan Andersson has been appointed Chairman o theNomination Committee. Up until the adoption o the annual

report, the Nomination Committee has held three meetings.

Chairman o the Board

The Chairman manages the Board's work so that it isconducted in accordance with the relevant laws andregulations. The Chairman ollows operations throughdialogue with the MD and is responsible or ensuring thatother members receive adequate inormation and decisiondata to conduct their work. The Chairman coordinates theannual evaluation o the Board and the MD's work, whichis also distributed to the Nomination Committee. TheChairman is also involved in the evaluation and development

o the Group's senior executives. The Chairman o the Boardrepresents the Board both externally and internally. Bjrnrs was re-elected Chairman at the 2010 Annual GeneralMeeting. He has been Chairman o the Board since 2000.

The Boards work

The Boards work in 2010

In the nancial year 2010, the Board held eight regularmeetings and one statutory meeting up until the adoptiono this annual report. At these meetings, the Board oDirectors addressed the xed items on the agenda othe particular meeting, such as business status, marketconditions, nancial reporting, budget, orecasts andprojects. In addition to this, overall strategic matterspertaining to such issues as the companys ocus,global market development and growth opportunitieswere analysed. The MD and CFO are co-opted at allBoard meetings except in matters relating to executivecompensation, the choice o a new MD and evaluating thework o the Board and the MD. During the year, a countryor sta manager participated at Board meetings on ouroccasions to report the results o their operations.

The Board included the ollowing members elected by

the AGM: Bjrn rs (Chairman), Curt Lnnstrm (DeputyChairman), Margareta Barchan, Monica Caneman andMonika Elling. (For inormation on the Board Memberssignicant assignments outside the Group and theirshareholdings in the company, please reer to page 28.)Meeting attendance is listed below.


Independent in relation to the Independent in relation to theMember Elected Position Attendance company and company management companys major shareholders

Bjrn rs 1989 Chairman 9/9 Yes No

Curt Lnnstrm 1999 Deputy Chairman o the Board 9/9 Yes Yes

Margareta Barchan 2003 Member 9/9 Yes Yes

Monica Caneman 2003 Member 9/9 Yes Yes

Monika Elling 2010 Member/MD 8/9 No Yes

Board composition and attendance


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Committees

The Board has decided to serve in ull as the Remuneration

and Audit Committee and is thus responsible or thesematters. Given the number o Board members, companysize and that the majority o members are independent othe company and its corporate management, the Boardbelieves that this constitutes an eective process orhandling remuneration and audit matters. The questiono the appointment o committees is examined each yearin conjunction with the constitution o the Board. Thecommittee's work is scheduled at three regular Boardmeetings or each committee's work.

Managing Director (CEO)The MD heads operations within the rameworks thatthe Board has established. The last applicable MDinstruction was adopted by the Board on 27 April 2010and regulates the MD's role at the company. The MDprovides the necessary inormation and decision data aheado Board meetings. The MD or her representative acts asthe rapporteur in the Board. The MD keeps the Boardand the Chairman o the Board continuously inormed othe companys nancial position and development. TheBoard annually evaluates the MD's working methods andperormance. Monika Elling has been Poolia's MD since

30 August 2010.

Group management

The MD o Poolia AB directs Group Management,which in addition to the MD consists o the executivesappointed by her. Management is a consulting body tothe CEO and drives overall policy and development issueswithin Poolia. Group Management convenes under thestructures determined by the MD. Group Managementholds minuted meetings at least six times a year. TheChie Financial Ocer has an obligation to report to the

Board, which involves ensuring that all signicant nancialinormation reaches the Board. Furthermore, the CFO isalso responsible or monitoring Group Management andother senior executives rom an internal perspective, andreporting any ndings directly to the Board. For guidelinesor senior executives, see the Directors Report on page 17.

Group Management at the end o 2010

Name Position Appointed

Monika Elling MD 2010

Lotta Nilsson CFO, Acting Manager Poolia Germany 2008

Henrik Sderbck Marketing Director 2010

sa Edman Kllstrmer Manager Poolia Sweden 1998

Shaun Greeneld Manager Poolia UK 2006

Internal management and control

The Board is responsible or ensuring the company hassound internal controls and ormalised procedures orguaranteeing that the established principles o nancialreporting and internal control are in compliance and thatthe company's nancial reporting is prepared in accordancewith the law, applicable accounting standards and otherrequirements or listed companies.

Financial reporting

Interim reports and the year-end report are dealt with

by the Board and can be issued by the MD on behal othe Board. The MD is responsible or ensuring that thebookkeeping o all o the companies in the Groupis maintained in compliance with the law, and that undsare managed in a sae manner.

Consolidated accounts are prepared on a monthly basis,and are submitted to the Board and to Group Management.Systems and the IT environment at Poolia have in recentyears been harmonised into common systems or allcompanies, with the exception o Poolia UK, which has adierent business system than the one used by the Group.A common nancial manual and monthly check lists are

implementation tools to ensure accurate reporting.Every month the Country Managers draw up a monthlyreport together with each Finance Manager, describingthe previous period, the current status and the prospectsor uture periods. The purpose o the report is to providean update on the state o the business and the nancialsituation, and to explain any risks that have arisen.

In addition to these tools, there are monthly analysisand ollow-up meetings or each segment between the MD,the CFO and each Country Manager and Finance Manager.

Internal audit

The Board has estimated that Poolia, in addition to existingprocesses and unctions or internal control, does not needto impose its own internal audit unction.

The monitoring conducted by the Board, managementand the external auditors is assessed to currently satisy thisneed.

However, an annual assessment is made as to whethersuch a eature is necessary to maintain good control withinthe company.


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Auditors

The 2007 AGM appointed the auditing company DeloitteAB with Henrik Nilsson as chie auditor (as rom 2010).These are elected until the 2011 AGM. Henrik Nilsson

is an authorised public accountant and a partner inDeloitte AB. Poolia's assessment is that Henrik Nilssonhas no relationship with Poolia or aliates o Pooliathat may aect the auditor's independence in relation tothe company. Henrik Nilsson is also deemed to have therequisite expertise to perorm his duties as auditor oPoolia. During the year Henrik Nilsson was involved in twoBoard meetings to report on the year-end audit, and alsosubmitted written reports on the result o the audit on twooccasions.

The Board's description o internal

control with respect to nancialreporting

The Board's responsibility is detailed in the SwedishCompanies Act and the Code or internal control. Theinternal control is described under the ramework issuedby the Committee o Sponsoring Organizations o theTreadway Commission, COSO. The ve components thatare described rom the report are the control environment,risk assessment, control activities, inormation andcommunication, and monitoring.

Control environment

Eective Board work is the oundation or sound internalcontrol. The Board has established structured workprocesses and a set o rules o procedure or its work.An important part o the Board's work is to develop andapprove basic rules and guidelines. Employees have accessto guidelines, including through Poolia's intranet. Poolia'sambition is that the control environment is guided by thecompany's values or the "good company", i.e. the adherenceto laws and rules, proessionalism and generatingcondence.

The Board has also ensured that the organisationis structured and transparent, with an allocation oresponsibilities and processes conducive to the eectivemanagement o operational risks and the acilitation otarget ullment. Internal and external reporting at Pooliais divided up according to unctions and the responsibilityor this is dened. Responsibility is apportioned across theunctions o consulting, administration, accounting, nanceand payroll department.

Poolia has a conceptual ramework that guides alldecisions and actions throughout the organisation. Thebasis o this ramework is the business plan, Poolia Business

Guide, the nancial manual and guidelines that serveto achieve an ecient, structured and coherent workingapproach within the company. The guidelines include,among other things, instructions or the CEO, Managing

Directors o subsidiaries, nance policy, inormation policyand decision-making rules. Certication guidelines are inplace to enhance control on decisions regarding investment,costs and contractual relations. Every year, a revision ismade to ensure the guidelines and policy documents areup to date. In addition, there are procedures to adapt theseimmediately, i there are extraneous circumstances thatrequire these to be updated. Responsibility or updating lieswith the CFO.

Risk assessment

As part o ongoing operations and monitoring, there areprocedures in place or risk assessment and thereore theopportunity or creating an accurate nancial report. Eachsubsidiary's Finance Manager holds, together with the ChieFinancial Ocer, a special responsibility or the analysis o

risks, the application o laws and regulations and to ensurecorrect nancial reporting. In a separate section in themonthly report, signicant legislative changes are describedboth or the business and or the nancial reporting process.

Integrated systems and established ollow-upprocedures as well as analyses o key ratios are importantcomponents in identiying any risks o signicant errorsin the accounts. Risk assessment, risk identication andimprovements to procedures are also based on a Sel-Assessment Audit, which was implemented in 2008 tourther develop internal control. This process will beurther developed to become an eective tool or the groupo Finance Managers within the company. The processis based on the MD determining the specic areas inthe process o nancial reporting to be prioritised andocused on. The monitoring o these areas shall take placetwice a year by the CFO and the Finance Manager o eachsubsidiary. The process aims to ensure that signicantrisks are identied and necessary action is reported to theCEO and the MD o the subsidiaries. The above-mentionedprocedures cover, or example, areas such as:

Procedures or granting credit, insurance cover, revenueand payroll process, management process, the process orapproval and certication.

Business intelligence is created by the MD o each

subsidiary preparing a report that is to refect the company'sposition with regard to the market and competition. Thereport is then ollowed up quarterly and, i applicable, a newassessment is made or the coming period or the market,the level o demand and any necessary organisationalchanges.

Control activities

A control structure is created based on the most criticalprocesses at the company through a number o controlactivities. These aim to prevent, detect and correct anyerrors or discrepancies that arise in nancial reporting, andprevent irregularities and various types o company-hostileincidents occurring.



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The risks that are monitored are those deemed mostimportant as specied in the risk assessment, and therisks associated with the long-term objective or theinternal control must be monitored and limited. The CFOtogether with the Finance Manager o each subsidiarysets requirements or accurate nancial reporting and

appropriate monitoring along with a non-conormanceanalysis i necessary. Ongoing monitoring is conductedprimarily as a monthly report which each subsidiary'snancial manager is required to prepare and present to theCFO and CEO as well as the MD or each subsidiary. Poolia'smonthly reporting includes both nancial and non-nancialkey ratios, which are translated into a trac light-baseddepiction with a clear overview o low and high risk areas.

Reports are supplemented with a written report whichis addressed by the MD o each subsidiary at monthlyteleconerences and quarterly ollow-ups in which allbusiness decisions are documented and ollowed up. Themonthly report is designed in line with a standard template

in the Agresso nancial system. The standardisation oreporting will acilitate tracking and monitoring o eachcountry's development, perormance and analysed risks.

A check list is compiled each month that species theresponsibilities and the status o tasks, and activities relevantto nancial reporting within each subsidiary are reported.This provides a report to managers, deadlines and thereporting requency or the activities. The Finance Managero each subsidiary is responsible or the check list and reportsthis to the Chie Financial Ocer or MD at the parentcompany. Planning and preparation o nancial reporting isacilitated and as a consequence minimises the risk o error.

Inormation and communication

The company's essential governing documentation interms o rules, guidelines and manuals, to the extentthey relate to nancial reporting, are kept continuouslyupdated and communicated via the intranet, messages,internal communications and meetings and other, targeteddistribution o controlling documents. Overall policydirectives are communicated throughout the organisationto ensure that all employees have ully understood theircontent, and thereby act in accordance with these.

To ensure that internal inormation is disseminatedeectively, there are guidelines and procedures in placeor how nancial inormation is communicated betweenmanagement and employees and between the parentcompany and subsidiaries.

For communication with external parties, the

Board has adopted an inormation policy that providesguidelines or what should be communicated, by whomthis is communicated and how this communication isto take place. The purpose o the policy is to ensure thatinormation obligations are met in a correct and completeway. For shareholders and other external interested parties

who want to ollow the company's development, up to datenancial inormation is posted on Poolia's website.

Monitoring

Monitoring the work o the internal control and itseciency is an integral part o ongoing operations.The Board's work includes regular monitoring o theeectiveness o internal controls and discussions osignicant issues regarding accounting and reporting. Aspart o the liability structure, the Board's evaluation obusiness perormance and results is included through anappropriate package o reports containing results, orecastsand analysis o important key actors.

Control and monitoring are included in the managemento the parent company and the management o eachsubsidiary's ordinary activities, and also or employees in theperormance o their regular duties. Any shortcomings anderrors in the internal control and monitoring systems mustbe reported to the immediate manager.

Policies, guidelines and procedures are updatedand evaluated as necessary but at least once a year.Responsibility or maintaining up to date documentsand communicating these is incumbent on the Board orgeneral control documents and the MD or Sta Manager

or other documents. Recommendations rom externalauditors conducting independent audits o internalcontrols are reported to management and the Board.The recommendations are ollowed up and, i necessary,measures are implemented to check the potential risk.For the auditors' subsequent review, compliance with theprevious year's recommendations is monitored.

The outcome rom the process o sel-assessment resultsin an overview o the eciency o control activities in thehandling o identied risks. I the control activities are notconsidered to meet their objective, they are reviewed tourther improve the monitoring and control o the risks that

are considered essential or company operations.Poolia will continue to work proactively with riskmanagement and internal control through an annualevaluation and by updating internal control documents andguidelines. The aim o this work is to ensure that internalcontrols are maintained at a high level.


Poolia ABs role in the Group is to work on general matters relating to policy and development, Group-wide support unctions and providing support to the operational units. Eachcountry manager has ull responsibility or operations in his or her country in areas such as sales and marketing, business development and HR issues. Dedicare has the same opera-tional role, but is otherwise treated as a completely separate unit within the Group.

dedicare

business control

poolia ab

poolia

denmark

poolia

nland

poolia

germany

poolia

UK

poolia

sweden


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group management

monika ellingMD/CEO Poolia AB

Born 1962Employed at Poolia since 2010.Member o the Board since 2010.

Education: Graduate inBusiness Administration,Stockholm School o Economics,MBA studies, McGill University,Mechanical Engineer.

Background: Regional Man-ager, CFO Intrum Justitia, COOArrow Lock New York, BusinessDevelopment Manager in Securi-tas' cash management operation,

analyst at Enskilda SecuritiesDirectorships: Boardmember at Bjrn Borg AB

Shareholding: 288,000

sa edman kllstrmerMD at Poolia Sweden

Born 1966Employed at Poolia since 1998.

Education: Business SchoolEconomist

Background:Various seniorpositions at Poolia such asRegi

poolia annual report 2010

Documents