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POOLIA
ANNUAL REPORT
2010

Poolia AB (publ) | Warfvinges väg 20 | Box 30081 | 104 25 Stockholm | Tel: 08 - 555 650 00
Fax: 08-  555 650 01 | Corp. ID no.: 556447- 9912 | www.poolia.com
1
The front page shows our employees in Poolia Executive Search. Back row: Lotta Hultin, Lennart Cagnell, Ola Nilsson and Rickard Thorgren. Front
row: Peter Adolfsson and Maria Eriksson, MD.
Invitation to the Annual General Meeting Holding
The shareholders of Poolia AB (publ) are hereby Shareholder information 2
invited to the AGM, to be held on Tuesday 26 Poolia in brief, 2010 3
Poolia's values and business activities 5
April 2011 at 4 pm at the company's premises in
From the CEO 6
Stockholm at Warfvinges väg 20. Markets 8
The Poolia share 11
Five-year summary 13
Applications
Directors’ Report 14
Shareholders who wish to attend the AGM must be Corporate governance report 21
registered in the Euroclear Sweden AB share register no Group management 27
later than Monday 18 April 2011, and be registered with Board of directors 28
Poolia no later than Monday 18 April 2011. Group 29
Parent company 32
An application to participate at the AGM may be submitted to: Notes 34
Poolia AB Audit Report 45
Tarja Roghult
Box 30081 Definitions 46
SE-104 25 Stockholm Addresses 47

Applications may also be submitted by


Tel: 08 - 555 650 33
Fax: 08 - 555 650 90
email: tarja.roghult@poolia.com

The application must include name, phone number,


personal ID number or corporate ID 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
18 April 2011.

Dividend
The Board of Directors proposes a dividend to shareholders
of SEK 0.40 per share. The Board of Directors also proposes CALENDAR
a distribution of Poolia's shares in the subsidiary Dedicare
AB and that the company be listed on NASDAQ OMX Interim Report, January-March 26 April 2011
Stockholm AB's Small Cap list. It is proposed that 29 April Interim Report, January-June 26 July 2011
be the reconciliation date. If the AGM passes a resolution in Interim Report, January-September 26 October 2011
accordance with this proposal, it is estimated that the divi- Year-end report 2011 February 2012
dend will be issued from Euroclear Sweden AB on 4 May.

Other
ISIN code
SE0000567539
Short name on NASDAQ OMX POOL B

2
Poolia in brief, 2010

Poolia in brief
Poolia's history

1989 1992 1993 1996


Björn Örås founds Ekonompoolen New legislation in Sweden to Teknikerpoolen founded. Björn Örås becomes sole owner.
(“Pool of Accountants”) in deregulate temporary staffing. Deregulation of the permanent The company adopts a new strategy
Stockholm. placement market. to become a full-service supplier
within the staffing sector.

1999 2000 2001 2002


Poolia is launched on the Stock Poolia becomes Sweden's second Acquisition of Competence New strategy – a focus on qualified
Exchange, and becomes the first fastest-growing company and Sköterskejouren, leading to the positions under the Poolia
company in Sweden to offer a Legal third largest staffing company. inception of Poolia Healthcare. Professionals brand. Warehouse &
business area. Operations start in Denmark and Acquisition of A&Z and thereby the Industry services are transferred
Finland. start of operations in Germany. The to a separate subsidiary called
staffing market declines due to the Uniflex. Poolia Healthcare starts up
recession and Poolia's profitability in Norway.
falls.

2004 2008 2009 2010


Poolia reports a profit. Acquisition Continued strong growth and Recession and decline in demand Poolia reports growth and prepares
of UK company Parker Bridge, Poolia's most profitable year ever. places high demands on efficiency to gain market shares.
with operations in London and Continued expansion in Germany. and cost awareness. Continued Monika Elling is appointed new MD.
Edinburgh. Uniflex is portioned growth in the healthcare business Acquisition of Utvecklingshuset.
out to shareholders and listed on Dedicare.
the Stock Exchange.

proportion of revenues by segment revenues, MSEK

Dedicare 24,4% 1500

1450

1400

1350

United Kingdom 9,5% 1300

1250

1200
Germany 7,1% Sweden 56,4%

Denmark 0,4%
1150

Finland 2,2% 1100

1050
2006 2007 2008 2009 2010

3
Poolia in brief, 2010

equity/assets, % average number of employees


2500
70

60 2000

50
1500
40

1000
30

20
500

10
2006 2007 2008 2009 2010
0
2006 2007 2008 2009 2010

operating profit/loss, MSEK proportion of employees by country

120
United Kingdom 12%

100

80 Finland 3%

60
Norway 5%
Sweden 68%
Denmark 1%
40

20
Germany 11%

0
2006 2007 2008 2009 2010

The operating profit excludes the one-off effect of the impairment of goodwill in Poolia UK.

earnings per share, SEK gender distribution


5,00

4,50

4,00

3,50

3,00

2,50 Female 66%


2,00
Male 34%
1,50

1,00

0,50

0,00
2006 2007 2008 2009 2010

Earnings per share exclude the one-off effect of the impairment of goodwill in Poolia UK.
Employee satisfaction index 2010
90
Employee satisfaction index 2006-2010
80
69
70
68
60
67

66 50

65
40
64
30
63

62
20

61 10
60
0
2006 2007 2008 2009 2010
Sweden Finland Germany United Kingdom

Employee survey conducted annually among employees in each country (excluding


Dedicare). Denmark excluded for reasons of size.

4
Poolia's values and business activities
Poolia now offers high levels of competence in selected Office Support
business areas in more than 30 locations in six countries: Poolia has a broad range of administrative support
Sweden, Denmark, Finland, Germany, the UK and in functions. We can help with the temporary staffing and
Norway, where we have a presence in the healthcare sector permanent placement of posts including office managers,
through our subsidiary Dedicare. Poolia's long-term experienced office assistants, managerial PAs and order
objective is to expand, both within existing businesses and administrators.
through the opening of new businesses. It is, however, local
demand that is absolutely decisive in defining the rate
at which we can expand our business in a high-quality,
Human Resources
Through Poolia, you can hire or recruit university-educated
profitable way.
HR specialists with previous experience in the field of
HR. Examples of competences include HR managers, HR
Poolia's values specialists and HR administrators. We can also act as a
supplement to your own HR Department.
1. You are important
2. To try the untried
3. Always do your best
Sales & Marketing
In the field of sales and marketing we have competences
4. Business first, then administration
in the fields of information and marketing, from project
5. The will to assume responsibility
managers, salespeople, buyers, PR officers and web
6. With heart and soul
designers to marketing and information managers.
7. Being the good company

Poolia's values form the basis of the company's business Other specialist areas
activity and permeate everything we do. We want our values Poolia also offers other specialist competences than those
to help our employees to grow and to feel satisfaction in mentioned above, depending on local demand. These
their work. Through our values we want to express our involve various occupational segments such as legal experts
credibility, not just in our cooperation with our clients, and specialists in life science such as laboratory staff and
but also in our contacts with candidates, shareholders analytical staff for biomedical production and advanced
and other interested parties. Our objective is to be the research.
leader in Europe in the temporary staffing and permanent
placement of qualified professionals. To achieve this, we
Utvecklingshuset
must be able to attract the best employees, and we strive to
Utvecklingshuset works with individuals, companies and
be the best employer in the industry. Poolia's clearly defined,
organisations in connection with changes at work and
relevant value base is a strength and a precondition for our
supplies services that match our clients' needs from an
ultimately achieving our objective.
organisational and individual perspective.

Poolia's business areas Poolia Executive Search


When recruiting for a senior position, a company's own
Finance & Accounting network is often not enough. A more specific process
Poolia's network of economists is a broad one and forms and special expertise are required. This is why we have a
the basis of Poolia's business. Of all staffing companies in business that specialises in this: Poolia Executive Search
Sweden, we are one of those with the longest experience AB. Within Poolia Executive Search we work using a
of the temporary staffing and permanent placement carefully developed job specification, a structured selection
of economists. We have a broad selection of different process combined with relevant tests and reference checks.
competences in accounting and controlling, from financial This, combined with an extensive network, considerable
assistants and controllers to chief accountants and CFOs. experience, quality-assured methodology and hard work,
We also have a high level of competence in the field of ensures that our recruitment consultants support the client
banking and finance as regards administration, debt to achieve successful managerial appointments.
management, credit and insurance activities.
Dedicare
IT & Engineering Within our subsidiary Dedicare we hire and recruit doctors,
Poolia was the first company in Sweden to offer qualified nurses and other healthcare staff. It can involve anything
resource temps in the field of IT. So we have extensive from providing private and public healthcare providers with
experience of hiring and recruiting specialist competences individual locums for a day or staffing entire departments,
at all levels, from project assignments to IT managers. In units or operation teams. We also recruit personal
the field of engineering we offer well-qualified engineers and assistants for the disabled, according to the needs and
technicians in the areas of building/property, mechanical preferences of the disabled person.
engineering and electronics, as well as architectural
competence in both development and infrastructure.

5
From the ceo

Poolia, quality is our guiding principle


Poolia's ultimate guiding principle is quality. Our entire existence is based on our hiring and
recruiting qualified professionals for 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 find new, more
cost-efficient methods in our work and we always strive to adapt our services using processes
that meet the client's needs for the position in question. Our clients are important to us, and
we want to be an important factor for our clients. So we want them always to feel that they are
getting value for money in their partnership with Poolia.

An obvious professional partner


Poolia shall continue along its path with a focus on
the qualified professionals segments and strengthen
its customer offer in line with our clients' demand. We
shall be the obvious partner for permanent placement,
temporary staffing, outplacement and career coaching
in the professional field. As new CEO, I am extremely
proud of and delighted with the levels of client satisfaction
and employee satisfaction that we see in our client and
employee surveys. For us, it is a matter of identifying the
ideal match, in which the client receives a hard-working,
Milestones that have helped us to grow experienced and competent employee and our temp or
recruited candidate sees a challenge and a competence-
Poolia was created through entrepreneurship when Björn
based match in the position offered.
Örås founded Ekonompoolen in 1989. We have passed a
number of milestones since then: the deregulation of the For our temps and candidates we want to be a career path,
temporary staffing and permanent placement market, a lifestyle and an opportunity to broaden their experience.
the Stock Exchange launch in 1999 and the subsequent For our clients, we want to constantly provide a greater
expansion beyond the Swedish borders. The size of the depth and breadth within our segments, so that we are the
Swedish staffing sector has more than doubled between obvious partner in the professional field, from MD and
2002 and 2010. Board level to office administrators and young academics.

Poolia's strategy reached a milestone in 2002 when we We recently launched Poolia Executive Search and
realised that our clients' needs and decision-making criteria reinforced our own search team with new blood from other
in the areas of permanent placement and temporary staffing parts of the search industry. We will have a lot to offer in
varied significantly, depending on the kind of post that the this area. We have experience, a broad network of contacts
client wanted to fill. Staff are always one of a company's and modern, efficient systems and processes.
most important resources, regardless of where employees
are within a company's hierarchy. But the higher up the post
Culture, values and corporate profile go
is, the more employees represent strategic capital. Price and
speed are always hygiene factors, but quality, i.e. selecting hand in hand
the right individual, is the key factor.
Even though we are now a big, publicly listed company, we
In 2004 Poolia disposed of Uniflex, which focuses on still cherish our roots in entrepreneurship. It is important
industry and warehousing. Poolia chose to focus on the that our employees are very familiar with the culture and
market for professionals. The proposal from the Board of the values that Poolia represents. These values support each
Directors to the 2011 AGM is now to focus even more and to individual person's own initiative and give employees drive
dispose of the healthcare business Dedicare. in their daily work. A clearly defined framework leads to
greater creativity. We want all of our employees to be able to
see their work and the group's work produce results and to
feel a sense of joy in this being appreciated.
6
From the ceo

Our employees are our biggest asset. We strive continuously change expectations of future developments, the need for
to be a good employer, to provide career opportunities, impairment testing arose, and a decision was made to write
new challenges and enjoyment in daily work. In 2010 we down goodwill in full.
launched our Poolia Talent Management programme, with
ten participants from different parts of our Group. The Poolia Finland now accounts for 2.2% of the Group's sales
programme is here to stay and will be developed, and we are and has the highest operating margin of 8.5% for the whole
working apace to recruit for the 2011 programme. year 2010. Our brand awareness is rising continuously in
Finland and we see good opportunities for expansion in the
future.
The past year
Our business in Denmark underwent a major restructuring
Poolia as a company is sensitive to economic fluctuations,
programme during 2008/2009, the main focus of which
although less sensitive than the industry average thanks to
was on significant cost-cutting. The restructuring process
our professionals-based profile. The professional field falls
was successful and we now have a small, but robust
slightly later and to a lesser extent in recessions than the
business that we believe will have an important role to play
warehouse and industry segment, but it also rises somewhat
in the Öresund region.
later and with less vigour when the economy recovers. For
us, the positive change in the economy came during 2010,
and the year ended strongly. For the whole year, the Group Poolia's future
grew by 5.8% excluding currency effects, by 22% in the
fourth quarter. The operating margin in the fourth quarter We are now working in all segments to take advantage
expanded, excluding the impairment of goodwill, to 3.4% of the positive market situation that exists. We will be
(0.5%). For the whole year, the operating margin was 1.7% expanding geographically and in terms of client concept in
(2.2%), before the impairment of goodwill. the countries where we already operate. We want to nurture
our culture, which is characterised by values that impart
Poolia Sweden is the Group's most important segment, joy and motivation, to identify the optimal concept for
accounting for 56% of revenues. Growth in Poolia Sweden every single one of our clients and to develop it further. Our
accelerated to 29% in the last quarter, having started the job is to match assignments with competent, enthusiastic
year weakly, and reached a level of 9.6% for the whole candidates and temps. Our ambition is to be a good
year. In the permanent placement business, growth rose employer, one that supports and develops our employees
to around 90% towards the end of the year, and we will and candidates, and thus enables us to deliver the very
continue to focus on permanent placement. We will be highest quality to our clients.
further reinforcing our organisation with a view to gaining
market shares in 2011.

The economy has also improved in Germany, and growth


for the full year of 11% in local currency reached 36% in the
fourth quarter. During the autumn we decided to replace Monika Elling
the Country Manager. We are now working flat out to MD and CEO
rebuild and strengthen our organisation. In due course we
believe that the change will take Poolia Germany to new
levels in terms of positioning, growth and efficiency.

Poolia UK has for a long time found it difficult to stay out


of the red, even though cost-cutting measures implemented
in recent years have been successful and have significantly
reduced losses. The objective is unambiguously to identify
a profitable structure and to eliminate losses in full; no
other option is acceptable. As the profit trend during
the year in the UK was not as planned, causing us to

7
markets

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 staffing, outplacement and career development in the professional field.

Poolia Sweden
sweden
In 2010 the Swedish staffing market
revenues and operating margin
had sales of around SEK 17 billion*
and a penetration rate of 1.3%*. MSEK %

900 12
Growth in the industry was strong
800
in 2010, primarily in areas such 10
700
as the industry and warehouse
segment, where Poolia does not 600 8

operate. Poolia is the single biggest 500


6
Åsa Edman Källströmer supplier that focuses exclusively 400
MD Poolia Sweden on qualified professionals. Poolia
300 4
Sweden's sales grew by 10% to
200
MSEK 767.2, generating an operating profit of MSEK 27.5. 2
The operating margin for the full year was 3.6%. Poolia’s 100

Swedish operations accounted for 56.4% of consolidated 0 0

revenues. Temporary staffing services accounted for 90% of 2006 2007 2008 2009 2010

revenues and permanent placement for 10%.

Poolia UK
With sales accounting for 12% of
UK
the global staffing market, the UK
revenues and operating margin
is by far the biggest in Europe.**
MSEK %

It is also a mature market, with a 350 3


penetration rate of 3.6%, exceeding 2
300
all other European countries.**
1
Poolia's revenues totalled MSEK 250
0
129.4, which is a reduction of 3%.
The operating loss was MSEK -75.1 200 -1
Shaun Greenfield The operating loss includes 150 -2
MD Poolia UK impairment of goodwill to the order
-3
of MSEK -71.2; the figure before 100
-4
impairment is MSEK -3.9. The UK accounts for about 10%
50
of Poolia's revenues. Temporary staffing services accounted -5

for 88% of revenue and permanent placement for 12%. 0 -6


2006 2007 2008 2009 2010

The chart above shows the operating margin excluding impairment of goodwill.
* The latest available statistics for the Swedish staffing market's sales from the industry
organisation Bemanningsföretagen.
**The latest available statistics for the market's sales are the 2009 figures from CIETT
(International Confederation of Private Employment Agencies). 8
markets

Poolia Germany
germany
The penetration rate in the German revenues and operating margin
market was around 1.6% in 2009.**
MSEK %

Sales in Poolia Germany were 120 12

MSEK 96.9, a drop of 0.5% 10


compared with the previous year. 100
8
The operating loss was MSEK -0.1
80
The business accounts for about 7% 6
of Poolia's revenues. Temporary
Tobias Rebenich 60 4
staffing services accounted for
MD Poolia Germany
91% of revenues and permanent 2
40
placement for 9%. The German market is very regional and 0
conditions vary greatly between the regions, and a local 20
-2
presence is important in terms of the potential to run a
business. 0 -4
2006 2007 2008 2009 2010

Poolia Finland finland


revenues and operating margin
The penetration rate in the Finnish MSEK %
market was around 0.8% in 2009.**
35 12

Poolia Finland's sales in 2010 30


10
totalled MSEK 29.4, a drop of
25
around 10% compared with the 8
previous year. The operating loss 20
was MSEK 2.5. Temporary staffing 6
services accounted for 86% of 15

Jose Majanen revenues and permanent placement 4


10
MD Poolia Finland for 14%.
2
5

0 0
2006 2007 2008 2009 2010

denmark
revenues and operating margin
Poolia Denmark MSEK %

25 20
The penetration rate in the Danish market was approx.
10
0.6%.** 20 0

-10
Poolia Denmark's sales totalled MSEK 6.0 in 2010, an 15
-20
increase of 1.2% on the previous year. The operating profit
was MSEK 0.1. Temporary staffing services accounted for 10
-30

61% of revenues and permanent placement for 39%. -40

5 -50
Because of the modest size of this segment, the work is -60
being led from Sweden. 0 -70
2006 2007 2008 2009 2010

9
dedicare

Dedicare, Poolia’s subsidiary in dedicare


healthcare staffing, operates in revenues and operating margin
MSEK %
Sweden and Norway.
400 9

Dedicare has been very successful 350 8


in both the Swedish and Norwegian
7
markets, and is now the biggest 300

in Sweden in temporary staffing 250


6

of nurses, and one of the four 5

Stig Engcrantz largest in temporary staffing of 200


4
MD Dedicare doctors. During the year Dedicare 150
maintained its position in the 3

market. In 2010, revenues fell by 3% to MSEK 331.9, which 100


2
is 24.4% of the Group's total revenues. The operating profit 50 1
was MSEK 20.8, producing an operating margin of 6.2%.
0 0
2006 2007 2008 2009 2010
The Board of Poolia has made a decision to propose that
the AGM distribute the company's shares in Dedicare to
shareholders in combination with a listing of the shares on
NASDAQ OMX Stockholm AB's Small Cap list.

10
The Poolia share

The Poolia share


Poolia was listed on the Stockhlm Stock Exchange on 23 Holding at 31 December 2010
June 1999.Share capital as of 31 December 2010 totalled Holding Votes
SEK 3,424,399 divided among 17,121,996 shares, of which No. of shares No. of shareholders % %

4,023,815 were class A shares and 13,098,181 were class 1 – 1,000 2,347 3.97 2.05
B shares, at a par value of SEK 0.20. Each share provides 1,001 – 5,000 275 3.76 1.94
equal entitlement to the company’s assets and profits. 5,001 – 50,000 49 3.78 1.95
A class A share provides entitlement to one vote and a
50,001 – 29 88.50 94.07
class B share to 1/5 vote.
Total 2,700 100.00 100.00

Share price movement


the ten largest foreign shareholders
The share price was SEK 36.90 at the beginning of the year Holding Votes
Name Class A shares Class B shares % %
and SEK 42.10 as at 31 December 2010. The highest price
of the Poolia share during the year was SEK 44.60, and the Placeringsfond småbolagsfond, Norden, Finland 213,305 1.25 0.64
lowest SEK 28.50. Baillie Gifford EUR Smaller Co FNDS,
UK 137,902 0.81 0.42

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


Stock exchange trading SEB Life Ireland Assurance, Ireland 100,000 0.58 0.30

Jyske Bank CLNT HDG Non


The Poolia share is listed on the NASDAQ OMX Stockholm DK clients, Denmark 80,841 0.47 0.24
AB stock exchange under the designation POOL B. A round
Skandinaviska Enskilda Banken S.A..
lot consists of 1 share, and the par value of the share is SEK NQI, Luxembourg 50,200 0.29 0.15
0.20. CBNY-DFA-CNTL SML CO S, USA 33,150 0.19 0.10

SEB Life Ireland Assurance, Ireland 30,747 0.18 0.09


Dividend policy SEB Life Ireland, Ireland 13,000 0.08 0.04

Amagerbanken A/S, Denmark 8,200 0.05 0.02


The Board of Directors’ long-term dividend policy is that
Total 785,685 4.59 2.37
annual dividends shall normally exceed 50% of the Group’s
after-tax profit.

the biggest Swedish shareholders analysts who monitor poolia

Holding Votes
Name Class A shares Class B shares % % Name Company

Björn Örås 4,023,815 3,951,445 46.58 72.46 Stefan Andersson SEB Enskilda

Swedbank Robur Småbolagsfond Anders Tegeback Handelsbanken


Sweden 879,578 5.14 2.65
Mikael Löfdahl Carnegie
Fjärde AP-fonden 773,740 4.52 2.33
Erik Rolander Remium
Verdipapirfond Odin Sweden 651,744 3.81 1.96

Swedbank Robur Småbolagsfond


Norden 606,461 3.54 1.83

Skandia Fond Småbolag Sweden 484,619 2.83 1.46

Riksbankens Jubileumsfond 450,000 2.63 1.35

Apoteket AB's pension fund 327,500 1.91 0.99

Carlsson Småbolagsfond 302,200 1.76 0.91

NTC UN Joint Staff 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

11
The Poolia share

Poolia
share price trend 2006-2010, sek share price trend 2010, sek
Poolia
B−Aktien B−Aktien
OMX Stockholm_PI OMX Stockholm_PI
70 50

60

45
50

40 40

30
35

20 30
JAN FEB MAR APR MAJ JUN JUL AUG SEP OKT NOV DEC
2005 2007 2008 2009 2010
© NASDAQ OMX 2010 © NASDAQ OMX

key ratios per share ownership categories




2010 2009 2008 2007 2006
Foreign Owners Public Sector 3%
No. of shares, 5%
Social Insurance
average 17,121,996 17,121,996 17,808,094 18,466,506 18,460,553 Funds 5%

No. of shares
Other 10%
outstanding 17,121,996 17,121,996 17,121,996 18,466,506 18,466,506

Profit/loss per
share, SEK -3.46 1.04 4.61 3.54 3.00

Shareholders’ equity
share, SEK 8.03 12.79 16.21 15.90 14.91

Dividend Swedish Private Financial Companies


21%
per share, SEK 0.401 1.50 4.50 2.50 2.50 Individuals 56%

Share price
31/12, 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 of Directors.

share capital trend (issued shares)



Year Event Change in share capital Total share capital Change in number of shares Total number of 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 – 18,440,190
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

12
FIVE-YEAR SUMMARY

Five-year summary
The tables below present condensed financial information for the financial years 2006-2010.

summary of 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 profit/loss before depreciation and impairments 32.3 43.0 112.7 77.3 79.5

Depreciation of fixed assets (excluding goodwill) –8.9 –14.6 –7.4 –7.3 –4.8

Impairment of goodwill –71.2 – – – –

Operating profit/loss –47.8 28.4 105.3 70.0 74.7

Financial items –0.3 2.2 4.3 2.8 1.9

Profit/loss before tax –48.1 30.6 109.6 72.8 76.6


Taxes –10.5 –12.1 –27.0 –7.5 –21.3

Loss for the year -58.6 18.5 82.6 65.3 55.3

summary of 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 fixed assets 16.5 25.0 34.0 28.6 21.5

Deferred 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

key ratios
2010 2009 2008 2007 2006

Operating margin, % –3.5 2.2 7.3 5.2 6.1

Profit 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 of risk-bearing capital, % 36.5 52.8 57.4 59.0 58.6

Average number of 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

1)
Please refer to page 46 for definitions of key ratios.
13
Directors’ Report

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

The Board of Directors and the Managing Director of The business is run in six subsidiaries that structurally
Poolia AB (publ), with its registered office in Stockholm, conform with the six segments in line with which the
Sweden, hereby submit the annual report and consolidated business is reported. It is at this level that Poolia's senior
accounts for the financial year 2010. decision-makers analyse the business.
The following income statements, report on
comprehensive income, balance sheets, specifications of
shareholders’ equity, cash flow statements and reports on
The Poolia share
the accounting policies applied and notes represent Poolia’s
Poolia is listed on NASDAQ OMX Stockholm AB under the
formal financial statements.
designation POOL B. The company's largest shareholder,
Björn Örås, had at the end of 2010 72.46% of the votes and
Business description 46.58% of the capital. Björn Örås is also the Chairman of
the Board of Poolia. No other shareholder had a holding
Poolia’s business concept is to provide companies and that corresponded to voting rights of 10% or more.
organisations with the skills that, either temporarily or the ten biggest shareholders
permanently, meet their needs for qualified professionals. Holding Votes
Name Class A shares Class B shares % %
Poolia has chosen its path and focuses on temporary
staffing and permanent placement in the business areas Björn Örås 4,023,815 3,951,445 46.58 72.46
of Finance & Accounting, Financial Services, Human Swedbank Robur Småbolagsfond
Sweden 879,578 5.14 2.65
Resources, Sales & Marketing, IT & Engineering, Office
Support and Executive Search. These are supplemented Fjärde AP-fonden 773,740 4.52 2.33

by the Outplacement and Career Development business Verdipapirfond Odin Sweden 651,744 3.81 1.96
area. Activities in the field of healthcare staffing have been Swedbank Robur Småbolagsfond
Norden 606,461 3.54 1.83
brought together under the separate Dedicare brand. In
2009 Poolia operated in six countries: Sweden, Denmark, Skandia Fond Småbolag Sweden 484,619 2.83 1.46
Finland, Norway, Germany and the UK. Riksbankens Jubileumsfond 450,000 2.63 1.35
Apoteket AB's pension fund 327,500 1.91 0.99
Poolia's vision is to become a European leader in Carlsson Småbolagsfond 302,200 1.76 0.91
temporary staffing and permanent placement of qualified
NTC UN Joint Staff Pens FD 294,000 1.72 0.89
professionals, created by skilled and dedicated employees
Total 4,023,815 8,721,287 74.44 86.83
with the same values. The long-term goal is to become
one of the top five in Europe in temporary staffing and
permanent placement of qualified professionals. Growth The total number of shares issued is 17,121,996, of which
will primarily be organic, and in exceptional cases through 4,023,815 are Class A shares and 13,098,181 are Class B
acquisitions. shares. Each Class A share provides entitlement to one vote
and each class B share to 1/5 vote.
segment subsidiaries holding share of sales locations
Poolia Sweden Poolia Sverige AB 100% 56.4% Falun, Gävle, Gothenburg, Jönköping,
(incl. subsidiary in commission) Malmö, Norrköping, Linköping,
Stockholm, Södertälje, Uppsala,
Västerås, Örebro.

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% Düsseldorf, Frankfurt, 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

1)
4% of the shares are owned by Dedicare's MD, Stig Engcrantz 14
Directors’ Report

There are no restrictions on the transferability of shares Quarter 2


on the basis of provisions in the Articles of Association.
There are no agreements known to the company between • Acquisition of outplacement company Utvecklingshuset.
shareholders that limit the entitlement to transfer shares. • Poolia reports growth.
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 Quarter 3
public take-over bid.
According to the Articles of Association, Board • Monika Elling new MD and CEO of Poolia.
members are appointed every year at the Annual General • Dedicare launches new business area - Care.
Meeting. The Articles of Association contain no restrictions
on the appointment or compulsory retirement of Board Quarter 4
members or in respect of changes to the Articles of
Association. • Impairment of goodwill attributable to the UK business.
Decisions must be made in accordance with the
Swedish Companies Act. There are no agreements between
the company and Board members or employees that Market trend
define compensation if anyone serves notice to leave the
company, is dismissed without reasonable cause or if their The global recession experienced in 2009 continued to have
employment ceases as a consequence of a public take-over a major effect on Poolia in 2010, initially in the form of lower
bid, other than the agreements between the company and revenues despite a higher number of enquiries. Quarters two
senior executives as described in Note 8 and that include and three saw modest growth and expenses for increasing
a severance payment to the Managing Director and other the number of internal staff, especially in Sweden.
senior executives of a maximum of 12 months.
ven at the beginning of the year strong growth was confirmed
E
in permanent placement in Sweden, which has increased the
Significant events in 2010 share of permanent placement in relation to revenues in a
pleasing way. During the second half of the year all segments
had started to grow except the healthcare segment Dedicare.
Summary We have been able to confirm that the business in Dedicare in
the current economic climate has been later in the cycle than
• For most of the year the business was significantly af-
the rest of the business. A description of market trends by
fected by the global recession. Growth did not really get
country is reported on pages 7-9.
started until the fourth quarter.
• Monika Elling took up her position as new MD and
CEO on 30 August. Seasonal fluctuations
• Decision to replace the Country Manager in Germany.
• Permanent placement increased its share of sales to 8% Revenues from temporary staffing operations are highly
(5%). dependent on the number of working days (non-public
• Goodwill for Poolia UK was written down in full. holidays) in the month and on holiday periods. Of these
two factors, it is the number of working days that has the
most significant effect on earnings, since employed temps in
Significant events by quarter certain countries receive a fixed monthly salary, regardless
of the number of working days.
Quarter 1 This occurs mainly in Sweden and Germany. In Sweden,
approximately 15% of employed temps receive a fixed
• Increase in demand in both temporary staffing and monthly salary.
permanent placement. Revenues from temporary assignments extend over a
• Expansion of the organisation to meet increase in longer period than revenues from permanent placements.
demand in Sweden. Revenues from both temporary staffing and permanent
placement are lower during the holiday period in the
summer, except in the healthcare sector, where the seasons
are reversed.
15
Directors’ Report

items was MSEK -0.3 (2.1). Non-distributed parent


Revenues
company costs totalled MSEK -23.3 (-21.8). The profit/
Revenues for the Group rose by 3.8% to MSEK 1,360.8 loss before tax was MSEK -48.1 (30.6). The tax cost for the
(1,311.1). Exchange rate fluctuations had a negative effect Group was MSEK -10.5 (-12.1).
on revenues of 2% during 2010.
Temporary staffing continued to be the dominant Financial position
service area and accounted for 92% of revenues. The
proportion of business in permanent placement rose to 8% The Group’s cash and cash equivalents as at 31 December
(5%). 2010 totalled MSEK 29.6 (67.8). Cash flow from operating
For the temporary staffing operation, revenues were activities during the period was MSEK 8.4 (35.8).
distributed across the segments below. A share dividend of MSEK 77.0 (25.7) was paid. The equity/
assets ratio was 36.0 (52.3)% as of 31 December 2010.
Finance 1) 32% (36) An overdraft facility of MSEK 20 was available during
Administration 2) 21% (18) the year.
IT 13% (14) The principles applied for financial risk management
Technology 7% (5) and exposure in respect of the various types of risks are
Healthcare (Dedicare) 27% (27) presented in Note 4.

Finance & Accounting and Financial Services


1)

2)
HR, Sales & Marketing, Office Support
Investments
(Executive was distributed in all business areas.)
The Group’s investments in fixed assets totalled MSEK 16.5
(5.9), most of which relates to goodwill in connection with
The improvement in the economy led to a gradual rise
the acquisition of Utvecklingshuset. The increase in cash for
in demand during the year for the company's services,
the year was MSEK 7.7. A debt to a former shareholder was
which eventually also led to an increase in the number of
subsequently paid to the order of MSEK 8.3.
assignments. The strongest growth was recorded by the
permanent placement segment.
Revenues for Poolia Sweden rose by 10% and totalled Goodwill
MSEK 767.2 (700.2). Sales in Denmark were MSEK
6.0 (5.9). Finland's revenues fell by 10% to MSEK 29.4 Group goodwill totalled MSEK 43.5 (91.5). Goodwill
(32.6). Currency fluctuations had a negative effect of attributable to the UK business was written down to the
10%. Revenues in Germany totalled MSEK 96.9 (97.4). order of MSEK -71.2, which represents the full goodwill
Currency fluctuations had a negative effect of 11%. In the value of the acquisition. The reason for the impairment
UK revenues fell by 3% to MSEK 129.4 (133.2). Currency is that the profit performance of the company was not as
fluctuations had a negative effect of 7%. Dedicare, which expected, and expectations of future growth in the light
covers healthcare in Sweden and Norway, had sales of of this have been adjusted downwards significantly. An
MSEK 331.9 (341.8). This is equivalent to a fall of 3%. impairment need arose because of this, and goodwill
was written down. Apart from this, the annual review
revealed no impairment need. Goodwill to the order of
Financial results MSEK 15.7 arose in connection with the acquisition of
Utvecklingshuset. Other changes compared with the
The operating profit/loss was MSEK -47.8 (28.4). The
previous year consisted of exchange rate differences. The
operating margin was -3.5 (2.2)%. The loss includes
principles applied for the valuation and a summary of the
amortisation of goodwill attributable to the UK operation
distribution of cash-generating units are shown in Note 15.
of MSEK -71.2 The operating profit before impairment was
MSEK 23.4 and the operating margin was 1.7%. Poolia
Sweden showed an operating profit of MSEK 27.5 (31.0) Employees
and the operating margin was 3.6 (4.4)%. The operating
profit for Denmark was MSEK 0.1 (-3.5) and the operating The average number of annual employees was 1,952 (1,888).
profit in Finland was MSEK 2.5 (2.2), while the operating As of 31 December 2010 the total number of employees was
margin was 8.4 (6.7)%. Germany's operating profit was 2,318 (2,039).
MSEK -0.1 (2.4) and the operating margin was -0.2 (2.5)%. The vast majority - nine out of ten - of Poolia's
The UK's operating loss for the year was MSEK -75.1 employees are employed consultants, who are placed on
(-6.9). Excluding impairment of goodwill, the UK reported temporary staffing assignments with clients in various
an operating loss of MSEK -3.9. The operating profit for sectors for shorter or longer periods of time.
Dedicare was MSEK 20.8 (25.1) and the operating margin Internal staff, who take care of sales, follow-up
was 6.3 (7.3)%. Consolidated profit/loss after financial and administration, constitute about 10% of the entire
workforce.
16
Directors’ Report

Poolia conducts consistent, long-term work in the field of Basic salary


Human Resources, important ingredients being annual
employee satisfaction surveys and annual appraisal The basic salary is usually reviewed once a year and
discussions, opportunities for skills development and good must take into account the quality of the individual’s
internal communications. performance. The basic salary for the Managing Director
At all times Poolia takes care to comply with the laws and other senior executives must be competitive.
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 Variable remuneration
equality is an accepted concept at Poolia. This targeted
work has also produced a general improvement in the The variable remuneration shall be based on the trend in
employee index in 2010. revenues and/or profits within the individual’s own area of
responsibility and the Group. The variable remuneration of
Environmental information senior executives must be able to vary from minus 20% to
plus 80% of fixed salary.
Poolia does not conduct any operations that are subject Decisions on any share and share-related incentive
to registration or licence obligations under the Swedish schemes aimed at senior executives must be made at the
Environmental Code. One of the company’s fundamental AGM.
values is “To be the good company”, an obvious element
of which is that we accept our responsibility to the Other remuneration and terms of employment
environment. This means that the company comfortably
satisfies the requirements of each country’s environmental The Managing Director has, in addition to retirement
legislation for a company with the kind of operations in benefits under the Swedish National Insurance Act, a
which Poolia is involved. Environmental adaptation is defined contribution personal pension contract. Other
based on what is technically possible, financially reasonable senior executives are covered by defined contribution
and environmentally justified, with reference to the Group’s pension plans that are essentially equal to the premium
size and resources. See further description on our website level for the ITP plan. The retirement age for all senior
www.poolia.com. executives is 65.
Senior executives are entitled to either six months' or
Guidelines on remuneration for senior six or twelve months’ notice if the employment contract
is terminated by themselves or by the relevant company
executives respectively. The monthly salary shall be paid during the
entire period of notice, although with a deduction for any
At the 2010 AGM a decision was made on guidelines on other salary received during the period of notice. There are
remuneration for senior executives. The company's senior no agreements on additional severance payments for senior
executives have in 2010 been the Group's management executives. Some senior executives also have company cars.
group comprising of the CEO/Managing Director of its
parent company, country managers in Sweden, Germany
and the UK, Marketing Director and Chief Financial Deviations from the guidelines
Officer. The Board intends to propose unchanged guidelines
for remuneration to senior executives to the 2011 AGM. 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.
Motivation

Poolia shall offer competitive terms that enable the Parent company
company to recruit and retain skilled professionals.
Remuneration to senior executives shall consist of basic The parent company engages in general corporate
salary, variable remuneration, pension and other standard management, development, IT operations and systems
benefits. administration, as well as financial management.
The remuneration is based on the individual’s Revenues in 2010 totalled MSEK 20.6 (21.1) and there
commitment and performance in relation to targets defined was a loss after financial items of MSEK -71.5 (-25.7). The
in advance, both individual targets and shared targets for loss includes the impairment of shares in subsidiaries to
the company as a whole. There is continuous evaluation of the order of MSEK -85.3 (-7.3) and an anticipated dividend
individual performance. payment from subsidiaries of MSEK 38.4 (2.5).

17
Directors’ Report

Risks and uncertainty factors The biggest expense item is payroll costs, and in recent
years flexible payroll systems have been introduced for
All business activities involve some degree of risk. Poolia both resource temps and internal staff. Nowadays most of
performs a continuous assessment of which risks the Poolia's employees have partly flexible pay. As regards fixed
company is exposed to, and minimises them by means of costs such as premises and IT, we strive constantly to limit
preventive action and action plans defining how to deal the binding period and to create flexibility by paying for
with any risk-related situations that might arise. The each user.
risks to which the Poolia Group is exposed fall into three
different categories: operational risks, legal risks and Client dependence
financial risks.
Poolia's business is based on delivering quality to create
satisfied clients, who then choose to continue to purchase
Operational risks services from Poolia.
To ensure that our deliveries result in satisfied clients,
Economy and demand all of our assignments are followed up with a client survey
which guarantees both the individual assignment and
There is an underlying structural growth in the staffing
the development of our processes. If most revenues are
sector, but the volume is also affected by economic
generated from a small number of individual clients, or
fluctuations. There is a high level of correlation between
clients in one single sector, this situation always constitutes
growth in the staffing sector and in the economy in general.
a risk for a company like Poolia. We work actively with
Studies conducted by the Dutch investment bank ING
client segmentation which is based on a good distribution
Wholesale Banking show that good economic growth has a
between both sectors and client sizes, we have reduced
five-fold effect on the staffing sector.
dependence on individual client companies and sectors.
At the same time, when general economic growth is
In 2010, the ten largest clients accounted for 32% of total
low or stops completely, the market for staffing services
Group revenues, a modest increase on the previous year. No
slows down. The explanation for this is that if the economy
individual client represents a proportion of more than 10% of
weakens, client companies find themselves over-staffed
the Group's total revenues.
and thus have less need to take in temporary labour from
outside. In a weaker economy there is also a significant
fall in the need for permanent placement services. One Staff dependence
challenge for Poolia is therefore to deal with fluctuations in
the economy while still remaining profitable. Like all service companies, Poolia is dependent on the
employees within the business. With a view to guaranteeing
the structural capital and reducing dependence on key
Risks in a healthy economy individuals, the company's concept has been documented
in the Poolia Business Guide, a description of Poolia's work
During periods with an increased rate of growth the
processes and methodology that serves as the Group's
business depends on how well Poolia manages to attract
joint management tool and shortens the set-up time when
and recruit qualified professionals. One success factor
opening new businesses.
is therefore the supply of competence that is in demand,
and the rate of growth is largely determined by this. One
of Poolia's strategic objectives is to be the most attractive Liability risks
employer in the sector, and we work actively on HR matters
regardless of the state of the economy. We also place Poolia's liability risks are primarily risks of damages that a
great emphasis on constantly making contact with new temp on a temporary staffing assignment might cause to a
candidates with the right competence profile, so that we client's business or property, as well as employee injuries.
always have a large candidate database. Poolia's policy is never to assume liability for supervision,
the position only involves providing the client with the
requested competence. Information about the temp's
Risks in a weak economy competence and background of relevance to the assignment
are produced regularly for all assignments. The Group has
When there is a downturn in the economy profitability
adequate insurance cover for liability risks, in accordance
depends on how quickly Poolia can perceive and interpret
with Poolia's general terms of delivery.
the signals in the market, and also how well we can adapt
the company's cost base during the downturn. In due
course Poolia's European strategy will lead to there being
less dependence on the state of the economy in individual
markets. We also work constantly to increase the proportion
of variable costs.

18
Directors’ Report

Property risks Interest rate risk


Poolia's operations are run in rented premises that are Interest rate risk means the risk that changes in the market
exposed to the risk of being subjected to intrusion, sabotage rate will have a negative effect on the Group’s net interest
and fire. The items most at risk of theft are computers and revenues. The Group's exposure to interest rate risk was
other office equipment. The value of computers and the risk limited on the closing date. Poolia has no holding of
of losing information content has been limited in recent interest-bearing financial liabilities, and interest-bearing
years, as computer operations have been outsourced, with financial assets comprise primarily unrestricted bank
central processing power and storage in premises away funds. A change in the market rate of one percentage point
from Poolia's offices. Central operations also mean that the would affect all of the Group’s interest-bearing assets and
setting up of operations in a new location can take place liabilities, and would have an effect on earnings before tax
relatively quickly. of about MSEK 0.3.

Legal risks Credit risk and counterparty risk


Demand for Poolia's services depends to a large extent on The credit and counterparty risk relates to the risk
the laws and regulations that affect the labour market and that the counterparty in a transaction is unable to fulfil its
the staffing sector in countries where we operate. Future commitment and thus generates a loss for the Group.
changes in these laws and regulations may therefore have The Group is exposed to credit and counterparty risk if
both a positive and a negative impact on Poolia. Country surplus liquidity is invested in financial assets. To limit the
managers are responsible for monitoring developments in counterparty risk, only counterparties with a high credit
this area closely, for example by obtaining information from rating are accepted under the defined finance policy. As of
the industry organisation in the country in question. 31 December 2010 there were no derivatives.
Poolia's biggest operating assets are its accounts
receivable. Bad debts may arise in a business relationship or
Financial risks from a dispute after a client has become insolvent. Poolia's
receivables from any single client are relatively small in
Poolia is exposed to various types of financial risk. The
relation to the outstanding accounts receivable portfolio.
company's general policy for financial risk management is
This means that there is a limited risk of bad debts. The
that at any given time the negative effects on the Group’s
Group applies a credit policy that includes credit testing
earnings as a consequence of market fluctuations must be
and meticulous follow-up on payments.
minimised. The Group’s financial policy is defined every
The commercial credit risk within the Group is limited
year by the Board of Directors and governs how financial
in that there is no significant credit risk concentration for
risks are to be addressed and which financial instruments
the Group in relation to any particular client counterparty
may be used.
or in relation to any particular geographic region. The
maximum credit risk corresponds to the book value of
Currency risk Poolia's financial assets.

Currency risk is the risk that exchange rate changes have a


negative impact on the Group’s earnings. Poolia's currency
Liquidity risk and cash flow risk
risk arises in connection with internal Group financing and
Liquidity risk is the risk that the Group may encounter
when translating the income statements and balance sheets
difficulties in accessing money to meet commitments
of foreign subsidiaries into Swedish kronor. Translation
associated with financial instruments. Poolia's cash and
exposure relates to translation from Euros, British Pounds,
cash equivalents are currently deposited in short-term bank
Norwegian Kroner and Danish Kroner. The finance policy
or deposit accounts. There is not any refinancing need at
states that translation exposure shall not be hedged. For
present.
2010, translation of foreign subsidiaries had a positive effect
on Group equity to the order of MSEK 3.2 (0.1). At present
Poolia has no other currency exposure.

19
Directors’ Report

The proposed dividend is based on the profit after


Expected future development
taxes, but without the one-off effect of the impairment of
The state of the global economy in 2010 resulted in varying goodwill.
degrees of positive growth in the the economy in all the
markets in which Poolia operates. This trend was reflected The Board of Directors proposes a dividend of SEK 0.40
in the business, especially at the end of the year. It is (1.50) per share. This means that a total of MSEK 6.8
estimated that this trend will continue in 2011 and that (25.7) will be paid in cash to shareholders. The Board of
demand for temporary staffing and permanent placement Directors also proposes a distribution of Poolia's shares in
will thus grow. There is a strong correlation between the subsidiary Dedicare AB and that the company be listed
growth in GDP and growth in the staffing industry. The on NASDAQ OMX Stockholm AB's Small Cap list.
effect on Poolia's business is deemed to vary in different
markets depending on the market structure and Poolia's Available to the Annual General Meeting
position.
In the section above entitled Risks and risk Retained earnings 148,934,564
management, the effects of the recession on Poolia's Loss for the year – 65,024,251
business are described in greater detail. 83,910,313

The Board and Managing Director propose


Events after the balance sheet date that earnings be disposed of as follows:

• Recruitment of new country manager in Germany To the shareholders, a dividend of 6,848,798


completed. Shares in Dedicare AB 8,344,833
• Poolia has set up a company, Poolia Executive Search, Carried forward to the new accounts 68,716,682
for the permanent placement of senior executives. 83,910,313

Share-based incentive scheme


There are no share-based incentive schemes.

Proposed appropriation of profit


Following positive results, Poolia's business generates a
cash flow that exceeds the need for working capital. The
goal for the return to shareholders, in line with the dividend
policy, is that the dividend shall exceed 50% of consolidated
profit after tax. The company’s growth strategy is based on
continued organic growth and growth by acquisition, the
latter applying mainly in connection with the penetration of
new markets.
The Board of Directors believes that Poolia’s financial
position is good and that the dividend proposed below does
not prevent the company from performing its obligations
in the short and the long term, and that it also does
not prevent the company from undertaking necessary
investments. The Group’s cash holding as of 31 December
2010 totals MSEK 29.6, and during 2011 the Group
expects to continue to generate a positive cash flow. The
proposed dividend is thus authorised with due regard to
the requirements specified in section 17:3(2) and (3) of the
Swedish Companies Act. It is proposed that 29.04.2011 be
the reconciliation date.

20
corporate governance report

Corporate governance report

Description of Poolia largest shareholder, shareholder group, as at 31.12.10



Shares Votes (%)
Poolia AB is a Swedish public company with its registered
office in Stockholm. The company is the parent company Örås, Björn* 7,975,260 72.46

of the Poolia Group (Poolia). In 2010, the Group conducted Swedbank Robur fonder* 1,604,908 4.83
business in the Nordic countries (except Iceland) and in Fjärde AP-fonden* 773,740 2.33
Germany and the UK. Poolia's share is listed on NASDAQ Verdipapirfond Odin Sweden 651,744 1.96
OMX Stockholm AB.
Skandia fonder 484,619 1.46

Riksbankens Jubileumsfond 450,000 1.35

Regulatory framework Carlson fonder AB 427,200 1.29


Apoteket AB's pension fund 327,500 0.99
Poolia's corporate governance is regulated partly by Swed- NTC UN Joint Staff Pens Fd 294,000 0.89
ish law, primarily the Swedish Companies Act, and the
Elling Monika 288,000 0.87
regulatory framework for issuers on the Stockholm Stock
Exchange, which includes the Swedish Code of Corporate * Representative of the Nomination Committee
Governance (the Code). In addition to legislation, regula-
ownership categories
tions and recommendations, the Articles of Association also Holding  (%)
comprise a central document with regard to governance of Swedish private individuals 55.94
the company. The Articles of Association are available at
Foreign owners 5.17
www.poolia.com.
Financial companies 21.18

Public sector 2.63

Poolia's application of the code Social insurance funds 4.85

Other 10.22
Poolia applies the Code in full.

Corporate governance

external regulatory framework


external audit Swedish Companies Act
(auditing company) Listing agreement
Swedish Code of Corporate Governance

MD
segment segment
AGM board of directors group management
in poolia Dedicare
staffs

internal regulatory framework


Articles of Association internal
Board’s rules of procedure control nomination
Division of work Board / MD
environment committee
Decision-making procedures
Election of and remuneration
Poolia Business Guide
Policies, rules, guidelines for directors and auditors
and instructions

21
corporate governance report

AGM AGM 2011


The Annual General Meeting of Poolia AB is the company’s The Annual General Meeting for the financial year 2010
supreme decision-making body, through which the will be held at the company’s premises in Stockholm, at
shareholders exercise their influence over the company. Warfvinges väg 20, fifth floor, on 26 April 2011 at 16:00.
Some of the AGM's principal tasks are to adopt the The Annual Report is available from 31 March 2011 on
company's balance sheet and income statement, decide on the company website www.poolia.com. The AGM Notice
the appropriation of profits and compensation principles is issued via Post- och Inrikes Tidningar and the Dagens
for senior executives at the company and the discharge of Industri newspaper on 29 March 2011. See the company's
liability for the Board and Chief Executive Officer, who is website for the latest dates and recipients for shareholders
also the Managing Director. who wish to raise an issue at the meeting.
Following a proposal from the Nomination Committee,
the AGM elects Board members until the end of the
next AGM and establishes principles for appointing the Board of directors
Nomination Committee for the next AGM. All shareholders
recorded in the shareholders’ register and who notify the Board’s liability
company of their intention to attend, in accordance with
the AGM notice issued, shall be entitled to participate in the Poolia's Board has overall responsibility for the organisation
proceedings of the AGM. Each class B share carries 1/5 of and management of the company, and that guidelines for
a vote, while each class A share carries one vote; all shares, managing the company's funds are appropriately structured
however, carry equal entitlement to a share of the company’s and enforced. The Board is also responsible for establishing
assets and profit. and evaluating Poolia's comprehensive, long-term strategies
and goals, determining budgets and business plans,
AGM 2010 reviewing and approving financial statements, adopting
The most recent AGM was held on 27 April 2010 in general guidelines, making decisions on matters relating
Stockholm. The meeting was attended by shareholders to acquisitions and divestitures of businesses, and deciding
who represented 79.93% of the votes and 61.07% of the on major investments and significant changes to Poolia's
capital. In accordance with a motion from the Nomination organisation and operations. The Board also procures
Committee, the meeting re-elected the Board, consisting of auditing services and maintains regular contact with
Björn Örås, Curt Lönnström, Monica Caneman, Margareta the company's auditor. The Board appoints the MD and
Barchan and newly elected member Monika Elling. Björn adopts the MD's instructions. The Board sets salaries and
Örås was re-elected as Chairman of the Board, and Curt remuneration for the MD and other senior executives on the
Lönnström as Deputy Chairman. The AGM also decided basis of guidelines adopted by the AGM. The Board must
that Board remuneration of SEK 800,000 (800,000) be always work in the best interests of the company and all its
paid to the Chairman, SEK 225,000 (225,000) to the shareholders.
Deputy Chairman and SEK 150,000 (150,000) to members
not employed by the company. Board composition
The AGM adopted the 2009 income statement and
balance sheet and, in accordance with a motion from the Following the 2010 AGM, Poolia's Board is made up of
Board, approved a dividend for 2009 of SEK 1.50 per share. five members. The MD is not usually on the Board, but
The members of the Board and the Managing Director were participates by presenting matters together with the
also discharged from liability for their management of the company's CFO. As from 30 August 2010, when Monika
company during 2009. Furthermore, additional decisions Elling was appointed MD of the company, the MD has
made were: been a member of the Board. Other officials at the company
also participate as rapporteurs on a continuous basis and
• To mandate the Board of Directors to make decisions on
whenever necessary. For a more detailed description of
the acquisition and transfer of the company's own shares.
Board members see Page 28.
• To approve the Board's proposal to reduce the share
capital through the withdrawal of repurchased shares.
• To approve the Nomination Committee's proposal for Board independence
principles for the make-up of the Nomination Committee.
• Guidelines on remuneration for senior executives. All members of the Board of Poolia are considered to be
independent of both company and owners, apart from
For more information please visit the company website Björn Örås who, as principal owner, is not considered
www.poolia.com independent.
22
corporate governance report

General Meeting consists of Jan Andersson, Swedbank


Nomination Committee
Robur Fonder, Pia Axelsson, Fjärde AP-fonden and Björn
The Nomination Committee is the AGM's body charged Örås. Jan Andersson has been appointed Chairman of the
with preparing the meeting's resolutions for election and Nomination Committee. Up until the adoption of the annual
remuneration issues. In accordance with a resolution by report, the Nomination Committee has held three meetings.
the 2010 Annual General Meeting, the Chairman of the
Board must, no later than at the close of the third quarter, Chairman of the Board
convene the three largest shareholders in the company
in terms of votes, who then appoint one member each to The Chairman manages the Board's work so that it is
the Nomination Committee. If any of the three largest conducted in accordance with the relevant laws and
shareholders waive their right to appoint a member to the regulations. The Chairman follows operations through
Nomination Committee, the next shareholder in order dialogue with the MD and is responsible for ensuring that
of size is given the opportunity to appoint a member other members receive adequate information and decision
to the Nomination Committee. A representative of the data to conduct their work. The Chairman coordinates the
shareholders should be appointed Chairman of the annual evaluation of the Board and the MD's work, which
Nomination Committee. The Nomination Committee's is also distributed to the Nomination Committee. The
term of office extends until a new committee is appointed. Chairman is also involved in the evaluation and development
The composition of the Nomination Committee must be of the Group's senior executives. The Chairman of the Board
disclosed no later than in connection with the issue of the represents the Board both externally and internally. Björn
company’s interim report for the third quarter. This will Örås was re-elected Chairman at the 2010 Annual General
ensure that all shareholders know the people who can be Meeting. He has been Chairman of the Board since 2000.
contacted in nomination matters.
The Nomination Committee is constituted on the basis The Board’s work
of known shareholding in the company no later than the
end of the third quarter. If significant changes are made to The Board’s work in 2010
the ownership structure after the Nomination Committee's
In the financial year 2010, the Board held eight regular
constitution, the composition of the Nomination
meetings and one statutory meeting up until the adoption
Committee should also be amended in accordance with the
of this annual report. At these meetings, the Board of
principles above. Changes to the Nomination Committee
Directors addressed the fixed items on the agenda of
must be made public immediately.
the particular meeting, such as business status, market
The Nomination Committee must prepare and submit conditions, financial reporting, budget, forecasts and
proposals to the AGM for: projects. In addition to this, overall strategic matters
pertaining to such issues as the company’s focus,
• Election of Chairman of the Board and other members of the
global market development and growth opportunities
company’s Board.
were analysed. The MD and CFO are co-opted at all
• Board fees divided among the Chairman and other members
Board meetings except in matters relating to executive
of the Board, and any payment for committee work.
• Election of and fees for the auditor. compensation, the choice of a new MD and evaluating the
• Resolutions regarding the principles for appointing the work of the Board and the MD. During the year, a country
Nomination Committee. or staff manager participated at Board meetings on four
• Chairman of the Annual General Meeting. occasions to report the results of their operations.
The Board included the following members elected by
No remuneration is to be paid to Nomination Committee the AGM: Björn Örås (Chairman), Curt Lönnström (Deputy
members. The Nomination Committee is to be entitled, Chairman), Margareta Barchan, Monica Caneman and
upon approval by the Chairman, to charge the company Monika Elling. (For information on the Board Members’
for the cost of recruitment consultants and other expenses significant assignments outside the Group and their
necessary for the committee to fulfil its duties. shareholdings in the company, please refer to page 28.)
The Nomination Committee ahead of the 2011 Annual Meeting attendance is listed below.

Board composition and attendance


Independent in relation to the Independent in relation to the
Member Elected Position Attendance company and company management company’s major shareholders

Björn Örås 1989 Chairman 9/9 Yes No

Curt Lönnström 1999 Deputy Chairman of 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

23
corporate governance report

Committees
The Board has decided to serve in full as the Remuneration
Internal management and control
and Audit Committee and is thus responsible for these
The Board is responsible for ensuring the company has
matters. Given the number of Board members, company
sound internal controls and formalised procedures for
size and that the majority of members are independent of
guaranteeing that the established principles of financial
the company and its corporate management, the Board
reporting and internal control are in compliance and that
believes that this constitutes an effective process for
the company's financial reporting is prepared in accordance
handling remuneration and audit matters. The question
with the law, applicable accounting standards and other
of the appointment of committees is examined each year
requirements for listed companies.
in conjunction with the constitution of the Board. The
committee's work is scheduled at three regular Board
meetings for each committee's work.
Financial reporting
Interim reports and the year-end report are dealt with
Managing Director (CEO) by the Board and can be issued by the MD on behalf of
the Board. The MD is responsible for ensuring that the
The MD heads operations within the frameworks that
bookkeeping of all of the companies in the Group
the Board has established. The last applicable MD
is maintained in compliance with the law, and that funds
instruction was adopted by the Board on 27 April 2010
are managed in a safe manner.
and regulates the MD's role at the company. The MD
Consolidated accounts are prepared on a monthly basis,
provides the necessary information and decision data ahead
and are submitted to the Board and to Group Management.
of Board meetings. The MD or her representative acts as
Systems and the IT environment at Poolia have in recent
the rapporteur in the Board. The MD keeps the Board
years been harmonised into common systems for all
and the Chairman of the Board continuously informed of
companies, with the exception of Poolia UK, which has a
the company’s financial position and development. The
different business system than the one used by the Group.
Board annually evaluates the MD's working methods and
A common financial manual and monthly check lists are
performance. Monika Elling has been Poolia's MD since
implementation tools to ensure accurate reporting.
30 August 2010.
Every month the Country Managers draw up a monthly
report together with each Finance Manager, describing
Group management the previous period, the current status and the prospects
for future periods. The purpose of the report is to provide
The MD of Poolia AB directs Group Management, an update on the state of the business and the financial
which in addition to the MD consists of the executives situation, and to explain any risks that have arisen.
appointed by her. Management is a consulting body to In addition to these tools, there are monthly analysis
the CEO and drives overall policy and development issues and follow-up meetings for each segment between the MD,
within Poolia. Group Management convenes under the the CFO and each Country Manager and Finance Manager.
structures determined by the MD. Group Management
holds minuted meetings at least six times a year. The
Chief Financial Officer has an obligation to report to the
Internal audit
Board, which involves ensuring that all significant financial
information reaches the Board. Furthermore, the CFO is The Board has estimated that Poolia, in addition to existing
also responsible for monitoring Group Management and processes and functions for internal control, does not need
other senior executives from an internal perspective, and to impose its own internal audit function.
reporting any findings directly to the Board. For guidelines The monitoring conducted by the Board, management
for senior executives, see the Directors’ Report on page 17. and the external auditors is assessed to currently satisfy this
need.
However, an annual assessment is made as to whether
Group Management at the end of 2010 such a feature is necessary to maintain good control within
Name Position Appointed the company.
Monika Elling MD 2010

Lotta Nilsson CFO, Acting Manager Poolia Germany 2008

Henrik Söderbäck Marketing Director 2010

Åsa Edman Källströmer Manager Poolia Sweden 1998

Shaun Greenfield Manager Poolia UK 2006

24
corporate governance report

Auditors Directors of subsidiaries, finance policy, information policy


and decision-making rules. Certification guidelines are in
The 2007 AGM appointed the auditing company Deloitte place to enhance control on decisions regarding investment,
AB with Henrik Nilsson as chief auditor (as from 2010). costs and contractual relations. Every year, a revision is
These are elected until the 2011 AGM. Henrik Nilsson made to ensure the guidelines and policy documents are
is an authorised public accountant and a partner in up to date. In addition, there are procedures to adapt these
Deloitte AB. Poolia's assessment is that Henrik Nilsson immediately, if there are extraneous circumstances that
has no relationship with Poolia or affiliates of Poolia require these to be updated. Responsibility for updating lies
that may affect the auditor's independence in relation to with the CFO.
the company. Henrik Nilsson is also deemed to have the
requisite expertise to perform his duties as auditor of
Poolia. During the year Henrik Nilsson was involved in two
Risk assessment
Board meetings to report on the year-end audit, and also
As part of ongoing operations and monitoring, there are
submitted written reports on the result of the audit on two
procedures in place for risk assessment and therefore the
occasions.
opportunity for creating an accurate financial report. Each
subsidiary's Finance Manager holds, together with the Chief
The Board's description of internal Financial Officer, a special responsibility for the analysis of
control with respect to financial risks, the application of laws and regulations and to ensure
correct financial reporting. In a separate section in the
reporting monthly report, significant legislative changes are described
both for the business and for the financial reporting process.
The Board's responsibility is detailed in the Swedish Integrated systems and established follow-up
Companies Act and the Code for internal control. The procedures as well as analyses of key ratios are important
internal control is described under the framework issued components in identifying any risks of significant errors
by the Committee of Sponsoring Organizations of the in the accounts. Risk assessment, risk identification and
Treadway Commission, COSO. The five components that improvements to procedures are also based on a Self-
are described from the report are the control environment, Assessment Audit, which was implemented in 2008 to
risk assessment, control activities, information and further develop internal control. This process will be
communication, and monitoring. further developed to become an effective tool for the group
of Finance Managers within the company. The process
Control environment is based on the MD determining the specific areas in
the process of financial reporting to be prioritised and
Effective Board work is the foundation for sound internal focused on. The monitoring of these areas shall take place
control. The Board has established structured work twice a year by the CFO and the Finance Manager of each
processes and a set of rules of procedure for its work. subsidiary. The process aims to ensure that significant
An important part of the Board's work is to develop and risks are identified and necessary action is reported to the
approve basic rules and guidelines. Employees have access CEO and the MD of the subsidiaries. The above-mentioned
to guidelines, including through Poolia's intranet. Poolia's procedures cover, for example, areas such as:
ambition is that the control environment is guided by the Procedures for granting credit, insurance cover, revenue
company's values for the "good company", i.e. the adherence and payroll process, management process, the process for
to laws and rules, professionalism and generating approval and certification.
confidence. Business intelligence is created by the MD of each
The Board has also ensured that the organisation subsidiary preparing a report that is to reflect the company's
is structured and transparent, with an allocation of position with regard to the market and competition. The
responsibilities and processes conducive to the effective report is then followed up quarterly and, if applicable, a new
management of operational risks and the facilitation of assessment is made for the coming period for the market,
target fulfilment. Internal and external reporting at Poolia the level of demand and any necessary organisational
is divided up according to functions and the responsibility changes.
for this is defined. Responsibility is apportioned across the
functions of consulting, administration, accounting, finance
and payroll department. Control activities
Poolia has a conceptual framework that guides all
decisions and actions throughout the organisation. The A control structure is created based on the most critical
basis of this framework is the business plan, Poolia Business processes at the company through a number of control
Guide, the financial manual and guidelines that serve activities. These aim to prevent, detect and correct any
to achieve an efficient, structured and coherent working errors or discrepancies that arise in financial reporting, and
approach within the company. The guidelines include, prevent irregularities and various types of company-hostile
among other things, instructions for the CEO, Managing incidents occurring.

25
corporate governance report
The risks that are monitored are those deemed most Board has adopted an information policy that provides
important as specified in the risk assessment, and the guidelines for what should be communicated, by whom
risks associated with the long-term objective for the this is communicated and how this communication is
internal control must be monitored and limited. The CFO to take place. The purpose of the policy is to ensure that
together with the Finance Manager of each subsidiary information obligations are met in a correct and complete
sets requirements for accurate financial reporting and way. For shareholders and other external interested parties
appropriate monitoring along with a non-conformance who want to follow the company's development, up to date
analysis if necessary. Ongoing monitoring is conducted financial information is posted on Poolia's website.
primarily as a monthly report which each subsidiary's
financial manager is required to prepare and present to the
CFO and CEO as well as the MD for each subsidiary. Poolia's
Monitoring
monthly reporting includes both financial and non-financial Monitoring the work of the internal control and its
key ratios, which are translated into a traffic light-based efficiency is an integral part of ongoing operations.
depiction with a clear overview of low and high risk areas. The Board's work includes regular monitoring of the
Reports are supplemented with a written report which effectiveness of internal controls and discussions of
is addressed by the MD of each subsidiary at monthly significant issues regarding accounting and reporting. As
teleconferences and quarterly follow-ups in which all part of the liability structure, the Board's evaluation of
business decisions are documented and followed up. The business performance and results is included through an
monthly report is designed in line with a standard template appropriate package of reports containing results, forecasts
in the Agresso financial system. The standardisation of and analysis of important key factors.
reporting will facilitate tracking and monitoring of each Control and monitoring are included in the management
country's development, performance and analysed risks. of the parent company and the management of each
A check list is compiled each month that specifies the subsidiary's ordinary activities, and also for employees in the
responsibilities and the status of tasks, and activities relevant performance of their regular duties. Any shortcomings and
to financial reporting within each subsidiary are reported. errors in the internal control and monitoring systems must
This provides a report to managers, deadlines and the be reported to the immediate manager.
reporting frequency for the activities. The Finance Manager Policies, guidelines and procedures are updated
of each subsidiary is responsible for the check list and reports and evaluated as necessary but at least once a year.
this to the Chief Financial Officer or MD at the parent Responsibility for maintaining up to date documents
company. Planning and preparation of financial reporting is and communicating these is incumbent on the Board for
facilitated and as a consequence minimises the risk of error. general control documents and the MD or Staff Manager
for other documents. Recommendations from external
Information and communication auditors conducting independent audits of internal
controls are reported to management and the Board.
The company's essential governing documentation in The recommendations are followed up and, if necessary,
terms of rules, guidelines and manuals, to the extent measures are implemented to check the potential risk.
they relate to financial reporting, are kept continuously For the auditors' subsequent review, compliance with the
updated and communicated via the intranet, messages, previous year's recommendations is monitored.
internal communications and meetings and other, targeted The outcome from the process of self-assessment results
distribution of controlling documents. Overall policy in an overview of the efficiency of control activities in the
directives are communicated throughout the organisation handling of identified risks. If the control activities are not
to ensure that all employees have fully understood their considered to meet their objective, they are reviewed to
content, and thereby act in accordance with these. further improve the monitoring and control of the risks that
To ensure that internal information is disseminated are considered essential for company operations.
effectively, there are guidelines and procedures in place Poolia will continue to work proactively with risk
for how financial information is communicated between management and internal control through an annual
management and employees and between the parent evaluation and by updating internal control documents and
company and subsidiaries. guidelines. The aim of this work is to ensure that internal
For communication with external parties, the controls are maintained at a high level.

poolia ab dedicare

business control

poolia poolia poolia poolia poolia


sweden UK germany finland denmark

Poolia AB’s role in the Group is to work on general matters relating to policy and development, Group-wide support functions and providing support to the operational units. Each
country manager has full responsibility for 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. 26
group management

Group management

monika elling shaun greenfield åsa edman källströmer tobias rebenich


MD/CEO Poolia AB MD at Poolia UK MD at Poolia Sweden MD at Poolia Germany
Born 1962 Born 1968 Born 1966 Born 1971
Employed at Poolia since 2010. Employed at Poolia since 2006. Employed at Poolia since 1998. Employed since 2011
Member of the Board since 2010.
Education: Studies in Education: Business School Education: Studies in economics
Education: Graduate in economics. Economist
Business Administration, Background: Area Manager
Stockholm School of Economics, Background: Sales Manager at Background: Various senior at Amdeus FiRe Germany,
MBA studies, McGill University, Manpower UK; various senior positions at Poolia such as senior executive at Robert Half
Mechanical Engineer. positions at Manpower; various Regional Manager Stockholm, Germany, Office Manager at
positions at Barclays Bank. MD of Poolia Kontor AB and Manpower Germany.
Background: Regional Man- Poolia Ekonomi AB.
ager, CFO Intrum Justitia, COO Shareholding: 0 Shareholding: 0
Arrow Lock New York, Business Shareholding: 960
Development Manager in Securi-
tas' cash management operation,
analyst at Enskilda Securities

Directorships: Board
member at Björn Borg AB

Shareholding: 288,000

Henrik Söderbäck lotta nilsson tarja roghult


Marketing Director Chief Financial Officer IR-Coordinator, MD-assistant
Born 1954 Born 1971 Born 1959
Employed at Poolia since 2010. Employed at Poolia since 2008. Employed at Poolia since 2001.

Education: Graduate in Busi- Education: Graduate in Busi- Education: Studies in English,


ness Administration, Stockholm ness Administration, Uppsala Social Anthropology and Business
University. University. Economics.

Background: Communication Background: Finance Background: Secretary to the


Director at Manpower Norden; Manager at Poolia Sverige AB, General Director and Assistant
various senior positions globally Finance Manager at Taxi 020 for SIDA (Swedish International
within Manpower; Marketing AB, Business Consultant at Development Agency) in Zambia
Director at Skandia and IF. Connecta AB. and South Africa.

Shareholding: 0 Shareholding: 0 Shareholding: 300 27


Board of directors board of directors

björn örås curt lönnström margareta barchan


Chairman of the Board Deputy Chairman of the Board Born 1950
Born 1949 Born 1943 Member of the Board since
Member of the Board since Member of the Board since 1999. 2003.
company founded in 1989.
Education: Graduate in Business Education: MSc, HEC Paris,
Education: BA in Economics, Administration, Stockholm University. studies at Harvard Business
Lund University. School, University of Oxford
Background: MD and CEO at and Geneva University.
Background: Product Group companies including Beijer Alma,
Manager, Pierre Robert; Kongsbo Industrier, Investment AB Background: Business devel-
Product Group Manager, Argentus and Tibnor AB. opment and change consultant.
IKEA; MD and Agency Direc- Founder of several knowledge
tor, Appel & Falk, Blanking; Directorships: Chairman of companies, including Celemi
Managing Director, Poolia. Domarbo Skog AB, AB Innoventus (former MD), NormannPart-
Own businesses: Björn Örås Project AB, Scandbook AB. Board ners and the international
Marketing, Karat Utveckling, member at O.F. Ahlmark & Co AB, youth organisation Pioneers of
SMA. Mont Blanc AB, Olle Olsson Holding Change.
AB, Uniflex AB and Dedicare AB.
Directorships: Chairman of Advisor at Accent Equity Partners AB. Directorships: Celemiab
Uniflex AB, Bro Hof Slott and Group AB, Invest in Skåne AB.
Scandinavian Masters. Shareholding: 9,000
Shareholding: 2,500
Shareholding: 7,975,260

Monica Caneman monika elling


Born 1954 MD/CEO Poolia AB
Member of the Board since 2003. Born 1962
Employed at Poolia since 2010.
Education: Graduate in Busi- Member of the Board since 2010.
ness Administration, Stockholm
School of Economics. Education: Graduate in Business
Administration, Stockholm School
Background: Executive Deputy of Economics, MBA studies, McGill
President and Acting CEO at SEB. University, Mechanical Engineer.

Directorships: Chair of Background: Regional Manager,


Linkmed AB, SOS International CFO Intrum Justitia, COO
AS, Arion Bank hf, Frösunda Arrow Lock New York, Business
LSS AB and Fjärde AP-fonden. Development Manager in Securitas'
Board member at Investment cash management operation,
AB Öresund, Orexo AB, Schib- analyst at Enskilda Securities
sted ASA, Point International Directorships: Board member at
AB, SAS AB, SPP AB, MySafety Björn Borg AB
AB and Intermail AS.
28
Shareholding: 288,000
Shareholding: 3,000
Group

statement of consolidated comprehensive income

Amounts in TSEK Note 2010 2009

Operating revenues 6 1,360,815 1,311,135



Operating expenses

Other costs 9, 10, 17 –106,371 –104,648

Personnel expenses 8 –1,222,137 –1,163,419

Depreciation/amortisation and impairments


of tangible and intangible fixed assets 15, 16, 17 –80,102 –14,633

Operating profit/loss –47,795 28,435


Profit/loss from financial investments

Interest revenues and similar income statement items 11 561 2,484

Interest expenses and similar income statement items 12 –908 –364

Profit/loss before tax –48,142 30,555

Tax on loss for the year 14 –10,494 –12,063

Profit/loss for the year –58,636 18,492

Other comprehensive income

Translation differences 3,237 144

Comprehensive income for the year –55,399 18,636

Profit/loss for the year attributable to:

Parent company’s shareholders –59,219 17,782

Minority shareholders 583 710

Earnings per share before dilution, SEK 22 –3.46 1.04

Earnings per share after dilution, SEK


22 – 3.46 1.04

Comprehensive income for the year attributable to:

Parent company’s shareholders –55,949 17,847

Minority shareholders 550 789

29
Group

balance sheet, Group

Amounts in TSEK Note 2010-12-31 2009-12-31

assets
Fixed assets

Goodwill 15 43,523 91,517

Other intangible assets 16 13,236 19,928

Tangible fixed assets 17 3,267 4,985

Deferred tax assets 14 11,467 16,821

Total fixed assets 71,493 133,251


Current assets
Accounts receivable 19 198,709 158,824

Current tax receivables 10,976 4,816

Other receivables: 785 1,505

Prepaid expenses and accrued revenues 20 76,786 56,685

Cash and cash equivalents 29,555 67,780

Total current assets 316,811 289,610

Total assets 388,304 422,861

equity and liabilities



Shareholders’ equity
Share capital 21 3,424 3,424

Other capital contributions 187,658 187,658

Reserves –8,368 –11,637

Retained earnings –45,309 39,593

Minority share of shareholders’ equity 2,516 1,966

Total shareholders' equity 139,921 221,004

Long-term liabilities
Provision for deferred tax liabilities 14 1,762 2,367

Total long-term liabilities 1,762 2,367


Current liabilities
Accounts payable 37,574 27,537

Other liabilities 60,019 51,051

Accrued expenses and deferred revenues 25 149,028 120,902

Total current liabilities 246,621 199,490

Total liabilities 248,383 201,857

Total shareholders’ equity and liabilities 388,304 422,861


pledged assets and contingent liabilities


Pledged assets

Participations in Group companies 20,382 –

Blocked bank funds 166 191

Total pledged assets 20,548 191

Contingent liabilities

Total contingent liabilities – –

Total assets pledged and contingent liabilities 20,548 191

30
Group

cash flow statement, Group


Amounts in TSEK Note 2010 2009

operating activities
Profit/loss before tax –48,142 30,556

Depreciation/amortisation and impairments charged against earnings 80,102 14,633

Capital gain (-)/loss (+) on sale of fixed assets 27 60

Taxes paid 11,399 –14,783

Cash flow from operating activities before changes in working capital 20,588 30,466

changes in working capital


Increase (-)/decrease (+) in current receivables –58,107 19,672

Increase (+)/decrease (-) in current liabilities 45,899 –14,362

Cash flow from operating activities 8,380 35,776


investment activities
Acquisition of equipment –782 –809

Acquisition of intangible assets –30 –5,112

Business combinations –8,333 –

Sale of equipment – 16

Cash flow from investment activities –9,145 –5,905


financing activities
Repayment of debt –8,322 –

Dividend to shareholders –25,683 –77,049

Cash flow from financing activities –34,005 –77,049

Cash flow for the year –34,770 –47,178

Opening cash and cash equivalents 67,780 116,498

Exchange rate difference in cash and cash equivalents –3,455 –1,540

Closing cash and cash equivalents 28 29,555 67,780

change in Group equity

Amounts in TSEK Share capital Other capital contributions Translation reserve Retained earnings Minority share Total

Opening balance, 01-01-2009 3,693 187,389 –11,702 98,860 1,177 279,417

Dividend –77,049
–77,049

Reduction in share capital –269 269 0

Comprehensive income

Loss for the year 17,782 710 18,492

Other comprehensive income

Translation differences 65 79 144

Closing balance, 31-12-2009 3,424 187,658 –11,637 39,593 1,966 221,004



Dividend –25,683 –25,683

Comprehensive income

Profit/loss for the year –59,219 583


–58,636

Other comprehensive income

Translation differences 3,269 –33 3,236

Closing balance, 31-12-2010 3,424 187,658 –8,368 –45,309 2,516 139,921

Accumulated translation difference in the Group charged directly to shareholders' equity in 2010 totalled -8,368 (-11,637).

31
parent company

income statement, parent company balance sheet, parent company

Amounts in TSEK
Note 2010 2009 Amounts in TSEK Note 2010-12-31 2009-12-31

Net revenues 20,584 21,067 assets



Fixed assets
Operating expenses
Intangible fixed assets
Other external costs
9 –21,870 –18,753
Other intangible assets 16 10,099 12,626
Personnel expenses
8 –19,489 –16,470
Total intangible fixed assets 10,099 12,626
Depreciation and impairments of tangible
and intangible fixed assets 16 –2,557 –7,633
Financial fixed assets
Operating profit/loss
5 –23,332 –21,789
Participations in Group companies 18 32,641 117,920

Profit/loss from financial investments Total financial fixed assets 32,641 117,920

Profit from participations in Group companies
10 –46,879 –4,829
Current assets
Interest revenues and similar
income statement items 11 12 1,085 Current receivables

Interest expenses and similar Receivables from Group companies 67,900 36,818
income statement items 12 –1,319 –144
Other receivables: 5,278 3,456
Profit/loss after financial items –71,518 –25,677
Prepaid expenses and
accrued revenues 20 740 626
Appropriations
13 100 14,214
Total current receivables 73,918 40,900
Tax on loss for the year
14 6,393 1,640
Cash at bank and in hand 0 1,885
Loss for the year –65,025 –9,823
Total assets 116,658 173,331

statement of comprehensive income equity and liabilities


Loss for the year –65,025 –9,823 Shareholders’ equity

Other comprehensive income Restricted shareholders' equity

Group contributions received 25,000 30,000 Share capital 21 3,424 3,424

Tax effect of Group contributions –6,575 –7,890 Total restricted shareholders' equity 3,424 3,424

Total comprehensive income –46,600 12,287
Unrestricted shareholders' equity

Retained earnings 148,935 166,016

Loss for the year –65,025 –9,823

Total unrestricted shareholders' equity 83,910 156,913

Total shareholders' equity 87,334 159,617


Untaxed reserves 13 4,200 4,300


Current liabilities
Accounts payable 2,571 2,006

Liabilities to Group companies 7,167 4,974

Current liability to credit institution 13,134 –

Other liabilities 331 350

Accrued expenses and


deferred revenues 25 1,921 2,084

Total current liabilities 25,124 9,414

Total shareholders’ equity and liabilities 116,658 173,331


pledged assets and contingent liabilities



Pledged assets

Participations in Group companies 14,164 –

Total pledged assets 14,164 –



Contingent liabilities

Total contingent liabilities – –

Total assets pledged and


contingent liabilities 14,164 –

32
parent company

cash flow statement, parent company

Amounts in TSEK Note 2010 2009

operating activities
Profit/loss after financial items –71,518 –25,677

Depreciation/amortisation and impairments charged against earnings 87,836 14,947

Anticipated dividends from Group companies –38,400 –

Taxes paid –2,004 –5,666

Cash flow from operating activities before changes in working capital –24,086 –16,396

changes in working capital


Increase (-)/decrease (+) in current receivables 22,204 5,553

Increase (+)/decrease (-) in current liabilities 2,576 –187

Cash flow from operating activities 694 –11,030


investment activities
Dividend from subsidiaries – 2,485

Acquisition of intangible assets –30 –5,075


Acquisition of participations in Group companies – –2,852

Group contributions 28 10,000 80,000

Cash flow from investment activities 9,970 74,558


financing activities
Loans from credit institutions 13,134 –

Dividend to shareholders –25,683 –77,049

Cash flow from financing activities –12,549 –77,049

Cash flow for the year –1,885 –13,521

Opening cash and cash equivalents 1,885 15,406

Closing cash and cash equivalents 28 0 1,885

change in parent company equity

Amounts in TSEK Share capital Retained earnings Loss for the year Total

Opening balance, 01-01-2009 3,693 250,322 –29,636 224,379

Profit/loss for 2008 brought forward –29,636 29,636 0

Dividend –77,049 –77,049

Reduction in share capital –269 269 0

Comprehensive income

Loss for the year –9,823 –9,823

Other comprehensive income

Group contributions 30,000 30,000

Tax effect of Group contributions –7,890 –7,890

Closing balance, 31-12-2009 3,424 166,016 –9,823 159,617



Profit/loss for 2009 brought forward –9,823 9,823 0

Dividend –25,683 –25,683

Comprehensive income

Profit/loss for the year –65,025 –65,025

Other comprehensive income

Group contributions 25,000 25,000

Tax effect of Group contributions –6,575 –6,575

Closing balance, 31-12-2010 3,424 148,935 –65,025 87,334



33
notes

Notes
All amounts in SEK thousands unless otherwise specified.
note 1 general information equity transactions (i.e. as transactions with the Group's shareholders). Any
The consolidated accounts were approved for publication by the Board on 25 difference between the amount by which the shareholding without controlling
March 2011, and finally adopted at the parent company's AGM on 26 April influence is adjusted and the fair value of the compensation paid or received
2011. is recorded directly in shareholders' equity and distributed among the parent
company's shareholders.
note 2 accounting policies All internal transactions between Group companies and inter-company
balances are eliminated in the consolidated accounts.
The consolidated financial statements have been prepared in accordance
with the International Financial Reporting Standards (IFRS) approved by Segment reporting
the EU and the interpretations issued by the Financial Reporting Poolia Group's segment information is presented based on the company
Interpretations Committee (IFRIC) on 31 December 2010. The Group management's perspective and identifies operating segments based on
also applies the Swedish Financial Accounting Standards Council’s internal reporting to the company's top executive decision-makers. The
recommendation RR 1, Complementary accounting rules for groups, Group has identified the MD as its chief executive decision maker, and the
which specifies the additions to IFRS disclosures required by the internal reporting used by the MD to follow up on the business and make
Swedish Annual Accounts Act. The annual report of the parent company decisions about resource allocation is the basis for the segment information
has been prepared in accordance with the Annual Accounts Act, that is presented. Poolia's segment reporting involves a classification of both
RFR 2 Accounting for legal entities and the relevant statements from geographical and business segments. Poolia’s geographical segments are
the Swedish Financial Reporting Board. Sweden, Finland, Denmark, Germany and the UK.
The International Accounting Standards Board (IASB) has published One business segment is made up of healthcare operations, temporary
a number of new and revised standards that have come into force and are staffing of doctors and other healthcare professionals, and the second is
valid for the financial year 2010. The revised standards are IFRS 1 First- Poolia's other operations, temporary staffing and permanent placement of
time Adoption of IFRS, IFRS 2 Share-based payments, IFRS 3 Business skilled professionals. Healthcare activities form an independent segment
Combinations, IAS 27 Consolidated and separate financial statements as the market, clients, candidate structure and business logic differ from
and IAS 39 Financial Instruments: Recognition and Measurement. The Poolia’s other activities. Healthcare activities are conducted under their
IFRIC has also published new interpretations IFRIC 15, 17 and 18. IFRS 3, own operational management and are currently established in Sweden and
which is applied to acquisitions and transactions that take place on or after Norway. These activities are not currently reported separately according to the
1 January 2010, has affected the Group through a change in the reporting geographical division due to their relatively limited scope in Norway.
of conditional purchase price, to the effect that the acquisition value of a The same accounting policies that are applied for the Group apply to all
business combination is recorded at one time. Subsequent adjustments to segments. The table below shows where the various business segments are
the acquisition value affect the income statement. Acquisition-related costs geographically established.
may also not be included in the acquisition value of a business combination,
but are recorded as an expense in the income statement. Other new standards Poolia (excl. Dedicare) Dedicare
and interpretations have not had any effect on the consolidated financial Sweden • •
statements for 2010.
Finland • –
New and revised IFRS standards and interpretations Denmark • –
The International Accounting Standards Board (IASB) has issued the Norway – •
following new and revised standards, which are not yet in force. The new
standard is IFRS 9 and revised standards are IFRS 1, IFRS 7, IAS 24, IAS 32 Germany • –
and IAS 12. The IFRIC has also published new interpretations IFRIC 19 and UK • –
a revision in IFRIC 14. The new and revised standards and interpretations
described above have not yet been applied. Company management believes Revenue recognition
that the new and revised standards and interpretations will not result in any (a)  Sales of services
significant impact on the consolidated financial statements for the period they Operating revenues comprise sales of services in the fields of temporary
are first applied. staffing and permanent placement. Revenues are recorded in the
accounting period in which the services are performed.
Consolidated accounts (b)  Interest revenues
The consolidated accounts include Poolia AB (publ) and all subsidiaries. Interest revenues are allocated across the period of maturity applying
Subsidiaries are legal entities in which Poolia AB (publ) owns or controls the effective interest method.
more than half the votes or owns shares in the legal entity and has the right (c)  Dividend revenues
to unilaterally exercise a decisive influence over the company pursuant to Dividend revenues are recorded once the right to receive payment has
agreements or other directives. Decisive influence means that the Group has been determined.
the right to determine financial and operational strategies for the purpose
of obtaining financial benefit. Subsidiaries are included in the consolidated Leasing
accounts as from the time when the decisive influence is gained until the time A financial lease agreement is an agreement according to which the financial
when the decisive influence ceases. risks and benefits associated with ownership of an object are, to all intents
Subsidiaries are reported in accordance with the acquisition method. and purposes, transferred from the lessor to the lessee. Lease agreements not
Acquired, identifiable assets, liabilities and contingent liabilities are valued classed as financial are classed as operational.
according to their fair value on the acquisition date. The purchase price
also includes the assets and liabilities on the acquisition date that are the The Group as lessee
consequence of an agreement on a conditional purchase price. All acquisition- Assets held in accordance with financial lease agreements are reported as fixed
related expenses are recorded in the income statement as they arise. If the assets in the consolidated balance sheet, at fair value at the start of the lease
acquisition value of the acquired participation exceeds the total fair value of period or at the present value of the minimum lease fees if this is lower. The
the acquired identifiable assets and liabilities, the difference is reported as equivalent liability is reported in the balance sheet as a liability to the lessor.
goodwill. If the acquisition cost is less than fair value, calculated as above, the Lease payments are divided between interest and amortisation of the liability.
difference is recognised directly in the income statement. The interest is distributed over the lease period so that each accounting
Minority interests consist initially of the minority's share of fair values of net period is charged with an amount corresponding to a fixed rate of interest
assets. Minority interests recognised in the consolidated financial statements on the liability reported in each period. Assets held under financial leases are
as part of equity, are separate from the parent company's equity. Minority amortised in the same way as owned assets, with the exception of leased assets
interests are included in the consolidated statement of comprehensive where it is not likely that Poolia will redeem the asset concerned. In such cases
income and are recognised separately from the parent company's results and the asset is amortised across its useful life or the lease period, whichever is
comprehensive income as an allocation of these results for the period. shorter.
Changes in the parent company's participation in a subsidiary that do Lease fees paid under operational lease agreements are charged to expenses
not lead to a loss of a controlling influence are recorded as shareholders' systematically across the lease period.

34
notes

Employee benefits Tangible fixed assets


Employee benefits in the form of wages, paid holidays, paid sick leave, etc. and Tangible fixed assets are recognised as an asset if it is probable that the
pensions are posted as they are earned. As regards pensions and other benefits company will enjoy future economic benefits and the cost of an asset can
after the end of employment, these are classified as contribution-based or be reliably measured. Tangible fixed assets consist primarily of inventories
benefit-based pension plans. and computers, and are posted at the acquisition value minus accumulated
depreciation and any impairment applied. Depreciation of tangible fixed assets
Defined contribution plans is posted to expenses so that the asset’s value is depreciated on a straight-line
In contribution-based plans the company pays fixed contributions to a basis over its expected useful life.
separate, independent legal entity and has no obligation to pay any further
contributions. Charges are made against the Group's earnings at the rate The following percentages have been applied:
at which benefits are earned, which normally coincides with the timing of Inventories and computers 20–33%
premium payments.
Impairment
Defined benefit plans On the occasion of each financial report, an assessment is made to determine
One of the Group's defined benefit plans is the Alecta ITP plan. ITP is a whether there are any indications of impaired value regarding the Group’s
plan that covers several employers and is classified as a benefit-based plan in assets. If this is the case, an assessment is made of the recoverable value of the
accordance with IAS 19. However, Alecta has been unable to present sufficient asset. Goodwill has been allocated to cash-generating units and is, alongside
information to allow this to be reported as a benefit-based plan, and the ITP intangible assets with an indeterminate useful life and intangible assets that
plan is therefore reported as a contribution-based plan. are not brought into use, subject to annual impairment testing even if there
In Finland there is a statutory old-age and invalidity pension scheme has been no indication of decreased value. However, impairment testing is
regulated by the Occupational Pension Act that covers all Finnish companies. conducted more frequently if there has been an indication of decreased value.
The pension obligation according to the Occupational Pension Act is reported The recoverable value comprises the higher of the useful value of the asset in
according to the rules concerning contribution-based plans, that is, the the operation and the value that would be received if the asset were sold to an
premiums paid are posted to expenses as the contributions are paid and the independent party (the net sale value). The useful value comprises the current
benefits are earned. value of incoming and outgoing payments attributable to the asset during the
period when it is expected to be used in the operation plus the current value
Foreign exchange
of the net sale value at the end of the useful life. If the calculated recoverable
Transactions in foreign currency are reported in each unit on the basis of the
value is less than the posted value, the value is written down to the asset’s
unit’s functional currency at the exchange rate applying on the transaction
recoverable value.
date. Monetary assets and liabilities in foreign currency are recalculated on
An impairment is posted to the income statement. Recognised impairment
each balance sheet date at the closing rate. Exchange differences are included
is reversed if changes to the original assumptions triggering the recognition
in net income. Exchange rate differences in long-term loans within the Group
of impairment mean that this impairment is no longer justified. Reversal of a
are posted directly to shareholders' equity, when the intercompany balance is
recognised impairment is performed so that the posted value does not exceed
of such a nature that it is not intended that it be settled.
what would have been posted, after deduction of planned depreciation, if the
When drawing up consolidated accounts, the balance sheets for the Group’s
impairment had not been recognised. Reversal of a recognised impairment is
foreign businesses are translated from their functional currencies into Swedish
posted to the income statement. Impairment of goodwill is not reversed.
kronor on the basis of the exchange rate on the balance sheet date. The income
statement is translated at the average exchange rate for the period. Any Taxes
translation differences that arise are posted against the translation reserve in The Group’s total tax expense comprises current and deferred taxes. Current
shareholders’ equity. When a foreign subsidiary is divested, the accumulated taxes are those to be paid or received pertaining to the current year and
translation difference is reallocated and posted as part of the capital gain or adjustments in the current tax of previous years. Deferred tax is calculated
loss. Goodwill and adjustments in fair value attributable to acquisitions of on the difference between book value and the value for tax purposes of the
operations with a functional currency other than SEK are treated as assets company’s assets and liabilities. Deferred tax is posted according to the so-
and liabilities in the currency of the acquired operations and are translated called balance sheet method. Deferred tax liabilities are, in principle, reported
using the exchange rates on the balance sheet date. for all taxable temporary differences, while deferred tax assets are reported to
the extent it is likely that the amounts may be utilised against future taxable
Intangible assets
surpluses.
The book value of deferred tax assets is reviewed in conjunction with the
Goodwill
year-end accounts and reduced to the extent that it is no longer likely that a
Goodwill comprises the amount by which the acquisition value exceeds the fair
sufficient taxable surplus will be available for use, either fully or partly, against
value of the Group’s participation in the acquired subsidiary’s identifiable net
the deferred tax asset.
assets on the acquisition date. If it proves, in connection with the acquisition,
Deferred tax is calculated according to the tax rates expected to apply for
that the fair value of acquired assets, liabilities and contingent liabilities
the period in which the asset is recovered or the liability is settled. Deferred
exceeds the acquisition value, the surplus is posted immediately as revenues
tax is posted as revenues or expense in the income statement, except in cases
to the income statement.
where it pertains to transactions or events posted directly to shareholders’
Goodwill has an indeterminate useful life and is posted at the acquisition
equity. In such cases, the deferred tax is also posted directly to shareholders’
value minus accumulated impairment. On the sale of an operation, that part
equity.
of goodwill attributable to these operations that has not been amortised is
Deferred tax assets and tax liabilities are offset against one another if they
reported in the calculation of the gain or loss on the divestment.
are attributable to income tax charged by the same authority and if the Group
Other intangible assets intends to offset the tax by a net amount.
Other intangible assets, primarily comprising new investments and
Provisions
improvements to administrative systems, are posted at the acquisition cost
Provisions are posted in the balance sheet when an undertaking exists, when it
minus accumulated amortisation and any impairment applied. Internally
is likely that an outflow of resources will be necessary to settle the undertaking
developed assets assets are only recorded as an asset if an identifiable asset has
and when a reliable estimate of the amount can be produced. Provisions are
been created, it is likely that the asset will generate future financial benefits
reviewed for each year-end accounts.
and the cost of developing the asset can be calculated in a reliable way. If it
is not possible to post an internally developed intangible asset, development
costs are recorded as an expense in the period when they are incurred.
Amortisation of other intangible assets is posted to expenses so that the
value of the asset is amortised on a straight-line basis over its expected useful
life, which has been estimated at five years.

35
notes

Financial instruments The parent company’s accounting policies


A financial asset or financial liability is recognised in the balance sheet The parent company has prepared its annual report in accordance with the
when the company becomes a party to the instrument's contractual terms. Annual Accounts Act and RFR 2 Accounting for legal entities, as well as the
A financial asset is removed from the balance sheet when the rights in the relevant statements by the Council for financial reporting. According to RFR
agreement have been realised, mature or the company loses control over them. 2, the parent company should apply in its annual report for the legal entity all
A financial liability is removed from the balance sheet when the obligation in of the IFRS standards and statements approved by the EU to the extent that
the agreement is honoured or settled in any other way. this is possible within the framework of the Swedish Annual Accounts Act
Acquisitions and divestment of financial assets are recognised on the and the Swedish Pension Security Act, and taking into account the correlation
transaction date except in cases where the company acquires or divests listed between reporting and taxation. This recommendation specifies which
securities, in which case settlement date accounting is applied instead. exceptions and additions must be applied with regard to IFRS.
Financial instruments are recognised at their accrued acquisition value or The parent company’s accounts comply with the Group’s policies, with the
fair value depending on their initial classification according to IAS 39. exception of what is stated below.
On each reporting occasion the company assesses whether there are
objective indications of a need to recognise impairment of a financial asset or Taxes
group of financial assets. Tax laws allow allocations to special reserves and funds. This allows companies
to have at their disposal and retain reported earnings in the business, within
Calculation of the fair value of financial instruments certain limits, without being taxed immediately. The untaxed reserves are not
In determining the fair value of short-term investments and loan liabilities, subject to taxation until they are utilised. In the event that the business shows
official market quotations on the balance sheet date are used. If these are a loss, however, the untaxed reserves can be utilised to cover the loss without
not available, a valuation is performed by generally accepted methods such being taxed.
as discounting of future cash flows to listed market interest rates for the
applicable maturity period. Translation to SEK is performed at the listed Accumulated accelerated depreciation
exchange rate on the balance sheet date. Depreciation for tax purposes is calculated in accordance with current
tax legislation. Depreciation for tax purposes over and above depreciation
Offsetting of financial assets and liabilities according to plan is considered accelerated depreciation, which constitutes an
Financial assets and liabilities are offset and posted as a net amount in the untaxed reserve. Changes in this reserve are recorded under appropriations in
balance sheet where there is a legal right to offset and the intention is to offset the income statement.
the items with a net amount or to simultaneously realise the asset and settle
the liability.

Cash and cash equivalents


Cash and cash equivalents comprise cash balances with financial institutions,
and short-term investments with a maturity from the acquisition date
of less than three months and which are exposed to only a minimal risk of
value fluctuation. Cash and cash equivalents are recognised at their nominal
amounts.

Short-term investments
Poolia’s short-term investments comprise Swedish interest-bearing securities
acquired with the intention of being held to maturity. These are valued at their
accrued acquisition value.

Accounts receivable
Accounts receivable are categorised as “Loan receivables and accounts
receivable”, which means valuation at accrued acquisition value. The expected
maturity of accounts receivable is short, which is why the value has been posted
at the nominal amount with no discount. Doubtful receivables are assessed
individually and a provision is recorded in the balance sheet on the basis of
the recoverable amount. Any impairment is recognised in operating expenses.

Other receivables:
Other receivables are those arising when the company makes funds available
without the intention of trading the claim. If the expected holding period is less
than one year, these are categorised as other current receivables. In accordance
with IAS 39, these receivables are classed as “Loan receivables and accounts
receivable.” Assets in this category are valued at the accrued acquisition value.

Derivatives
Poolia did not hold any derivatives in 2010.

Liabilities
Poolia’s liabilities to credit institutions, accounts payable and other liabilities
are classed as “Other liabilities” and are valued at their accrued acquisition
value. Possible borrowing costs are reported in the income statement,
distributed across the period of the loan, applying the effective interest
method. Long-term liabilities have an expected term of more than one year,
while current liabilities have a term of less than one year. The expected term
of accounts payable is short, and for this reason the liability is posted at a
nominal amount with no discount.

36
notes

note 3 important estimates and evaluations currency effects on the consolidated income statement in 2010,
for accounting purposes MSEK

Estimates and evaluations are continuously assessed and are based on Currency Operating revenues Operating profit/loss Net profit/loss
historical experience and other factors, including expectations of future
EUR -14.1 -0.2 -0.2
events that are considered reasonable under prevailing circumstances.
Poolia makes estimates and assumptions about the future. The estimates GBP -9.2 0.3 0.3
for accounting purposes that result from these will, by definition, seldom NOK -2.9 -0.1 -0.1
correspond with the actual outcome. The estimates and assumptions that
involve a significant risk of material adjustments to the recognised values for DKK -0.4 – –
assets and liabilities during the next financial year are discussed below. Total -26.6 0.0 0.0

a. Impairment testing of goodwill


Poolia tests annually whether there is any need for the impairment of translation exposure in the consolidated balance sheet,
goodwill, in accordance with the accounting policy described in Note 2. before taking into account any tax effects in 2010, MSEK
Impairment tests occur, however, more often if there are indications that a
Currency Net investment Effect on shareholders’ equity of a 1% change
value impairment may have occurred during the year.
 The recoverable values of cash-generating units have been defined by EUR 33.2 0.3
means of calculating the value in use. Certain estimates must be made for
GBP -4.7 0.0
these calculations (see Note 15).
 If the assessed volume trend over the next five years after 2010 were to NOK 23.9 0.2
be half that estimated by the company at 31 December 2010, this would
would not lead to any need for impairment. DKK 1.4 0.0
 If the reassessed estimated discount interest rate before tax applied Total 53.8 0.5
for discounted cash flows had been five percentage points higher than the
company’s assessment, impairment testing would not be required.
Interest rate risk
b. Income taxes Interest rate risk means the risk that changes in the market rate will have a
Poolia has reported a total of MSEK 16.8 as a deferred tax asset, which negative effect on the Group’s net interest revenues. The Group's exposure
arose through historic tax losses in operations. This tax asset represents to interest rate risk was limited on the closing date. Poolia has no essential
approximately 66% of the total potential tax assets that could be reclaimed holding of interest-bearing financial liabilities. The Group has an authorised
if operations generate a taxable surplus. The tax asset is calculated bank overdraft facility of MSEK 20, which was not utilised at the year-end.
according to current tax legislation in the countries concerned and the Interest-bearing financial assets consist primarily of unrestricted bank funds.
assessed taxable profit trend in these different countries. A change in the market rate of one percentage point would affect all of the
 A weaker trend in future taxable earnings than the management Group’s interest-bearing assets and liabilities, and would have an effect on
evaluation as of 31 December 2010 could result in the tax asset being earnings of about MSEK 0.3.
lower than estimated.
Credit risk and counterparty risk
 A higher performance in terms of tax than the assessment made by the
The credit risk and counterparty risk relates to the risk that the counterparty
company as of 31 December 2010 may cause the actual tax asset to exceed
in a transaction is unable to fulfil its commitment and thus generates a loss
the recorded value.
for the Group. The Group is exposed to credit risk and counterparty risk when
surplus liquidity is invested in financial assets. To limit the counterparty risk,
note 4 financial risk management
only counterparties with a high credit rating are accepted under the defined
Poolia is exposed to various types of financial risk. The company's general finance policy. As of 31 December 2010 there were no derivatives.
policy for financial risk management is that at any given time the negative The commercial credit risk within the Group is limited in that there is no
effects on the Group’s earnings as a consequence of market fluctuations must significant credit risk concentration for the Group in relation to any particular
be minimised. The Group’s financial policy is defined every year by the Board client counterparty or in relation to any particular geographic region. The
of Directors and governs how financial risks are to be addressed and which maximum credit risk corresponds to the book value of Poolia's financial assets.
financial instruments may be used.
Liquidity risk
Currency risk Liquidity risk is the risk that the Group may encounter difficulties in accessing
Currency risk is the risk that exchange rate changes have a negative impact money to meet commitments associated with financial instruments. Poolia's
on the Group’s earnings. Poolia's currency exposure arises in connection with cash and cash equivalents are currently deposited in short-term bank or
internal Group financing and when translating the income statements and deposit accounts. There is not any refinancing need at present. See Note 26
balance sheets of foreign subsidiaries into SEK (translation exposure). for a duration analysis.
Translation exposure relates to translation from EUR, GBP, NOK and
DKK. The finance policy states that translation exposure shall not be hedged. note 5 intra-Group purchases and sales
For 2010, translation of foreign subsidiaries had a positive effect on Group
The parent company’s net sales relate to the sale of services to subsidiaries. Of
equity to the order of MSEK 3,269.
the parent company's other external expenses, 15.0 (9.5)% relate to purchases
At present Poolia has no other currency exposure.
and 8.4 (-)% to staff costs from other companies within the Group to which
the company belongs.

note 6 operating revenues

distribution of revenues by service area

MSEK Change % Share, %

Group 2010 2009 2010 2009

Temporary staffing 1,253.3 1,245.2 0.7 92 95

Permanent placement 107.5 65.9 63.0 8 5

Total 1,360.8 1,311.1 3.8 100 100


37
notes

note 7 information about operational branches and geographical regions

Poolia applies segment reporting based on internal reporting, which means a division into both geographical regions and business segments. Poolia’s geographical
segments are Sweden, Finland, Denmark, Germany and the UK. One business segment is made up of healthcare operations, temporary staffing of doctors and
other healthcare professionals, and the second is Poolia's other operations, temporary staffing and permanent placement of skilled professionals. Healthcare
operations constitute a separate segment as the market, clients, candidate structure and business logic differ from Poolia's other operations. Healthcare activities
are conducted under their own operational management and are currently established in Sweden and Norway. No one client has a share exceeding 10% of total
Group revenues.

2010 Sweden Finland Denmark Germany UK Dedicare Group-wide Elimination Total

Operating revenues 767,241 29,369 6,010 96,922 129,358 331,915 1,360,815




Operating profit/loss 27,455 2,466 105 –149 –75,123 20,781 –23,330 –47,795

Interest revenues 561

Interest expenses –908

Tax
–10,494

Profit/loss for the year –58,636




Assets 219,339 11,757 2,568 38,596 21,821 102,356 84,017 –92,150 388,304

Liabilities –198,935 –3,854 –1,183 –13,463 –26,489 –70,367 –26,228 92,136 –248,383

Investments 358 – – 156 112 156 30 812

Depreciation and
impairments –5,583 – – –374 –71,289 –300 –2,556 –80,102


2009 Sweden Finland Denmark Germany UK Dedicare Group-wide Elimination Total

Operating revenues 700,158 32,618 5,939 97,405 133,220 341,795 1,311,135




Operating profit/loss 31,014 2,194 –3,493 2,389 –6,939 25,059 –21,789 28,435

Interest revenues 2,484

Interest expenses –364

Tax
–12,063

Loss for the year 18,492




Assets 169,224 10,721 2,379 42,147 87,332 105,582 59,485 –54,009 422,861

Liabilities –150,580 –3,633 –877 –12,043 –25,832 –48,342 –14,619 54,069 –201,857

Investments 124 – – 154 47 521 5,075 5,921

Depreciation and
impairments –5,645 – – –536 –537 –283 –7,632 –14,633

38
notes

note 8 personnel Salaries and other Social security Pension


remuneration expenses expenses


Number of employees Of which male Salaries and other
remuneration 2010 2009 2010 2009 2010 2009
Average number of employees 2010 2009 2010 2009 Parent company 10,253 10,518 3,764 3,765 2,201 2,171
Parent company 9 11 4 5 Subsidiaries 772,253 763,139 163,385 169,121 43,369 41,171
Subsidiaries 1,943 1,877 654 612 Group total 782,506 773,657 167,149 172,886 45,570 43,342
Group total 1,952 1,888 658 617 Of the Group's pension expenses, 1,903,(1,680) relate to the Board of Directors
and Managing Directors category.
Number of employees Of which male
Geographical distribution 2010 2009 2010 2009
Terms, conditions and remuneration of senior executives
Sweden 1,326 1,265 428 397 At the AGM held in April 2010 a motion was passed on guidelines on
Denmark 8 9 3 3 remuneration for senior executives in accordance with a proposal put forward
by the Board. The Board as a whole served as the Remuneration Committee
Finland 60 64 30 30 during the year.
In accordance with resolutions made by the AGM, fees for Board members
Norway 97 79 26 28
of the parent company are 150 per member, to the Deputy Chairman of the
Germany 216 204 84 72 Board Curt Lönnström 225 and to the Chairman Björn Örås 800. Monika
Elling has received 50 for her work on the Board for the period before she
UK 245 267 87 87
took over as Managing Director of the parent company from September 2010.
Group total 1,952 1,888 658 617 During the period Monika Elling has had fixed remuneration totalling 3,000
per annum. Ms Elling received a salary of 1,016 and a total of 2 in holiday
The parent company's Board of Directors comprises two men and three pay and deductions for sick leave/leave of absence. The Managing Director of
women. Other senior executives in the Group comprised three men and three
women in 2010. the parent company during the period January-August 2010, Johan Eriksson,
had a variable salary model based on the annual results of the Group. Based on
Sick leave, % 2010 2009 this salary model, Johan Eriksson’s salary for January-August 2010 could have
Sweden
been in the range of 1,950 to 4,387, plus holiday pay and less any deductions
for sick leave/leave of absence. Johan Eriksson received a salary of 2,194 and
Total sick leave 3.1 3.6 a total of 51 in holiday pay and deductions for sick leave/leave of absence.
Other senior executives, who include the MD of Poolia Sweden, MD of Poolia
Sick leave, men 2.5 2.6
UK, MD of Poolia Germany, Chief Financial Officer and Marketing Director,
Sick leave, women 3.4 4.1 have a variable salary model based on the results of the Group and in terms of
subsidiary managers even on revenue and earnings in each subsidiary. Based
Employees aged 29 or under 2.5 3.4
on this salary model, the total salary of the other senior executives for 2010
Employees aged 30–49 3.5 3.7 could have been in the range of 5,766 to 9,653, plus holiday compensation and
less any deductions for sick leave or leave of absence. Other senior executives
Employees aged 50 or over 2.6 3.8 received a total salary of 6,162 and a total of 114 in holiday pay and deductions
Long-term sick leave as a % of total sick leave 27.0 28.2 for sick leave/leave of absence.

The Managing Director and other senior executives are entitled to a period
Board and Of which bonuses
managing and similar Other
of notice of six months if they terminate their own employment, or of 6 or
directors1) remuneration employees 12 months if the company terminates their employment. There are no
Salaries and other agreements on additional severance payments for senior executives. MD
remuneration 2010 2009 2010 2009 2010 2009 Monika Elling has a personal pension agreement under which 30% of
Parent company 4,638 4,496 –244 –156 5,615 6,022 salary per annum is paid in pension premiums. Former Managing Director
Johan Eriksson had a personal pension agreement under which, in addition
Subsidiaries to the pension benefits pursuant to the Swedish National Insurance Act,
Sweden 4,297 3,238 – –20 499,527 475,187 the sum of 384 per annum is paid in pension premiums. Other senior
executives are entitled to pension benefits in accordance with the regulations
Denmark – 992 – – 3,937 5,215 applying to collective bargaining agreements in accordance with the ITP
(individual supplementary pension) plan. Some senior executives also have
Finland 801 849 146 – 16,857 21,639
company cars. The value is reported under “Other benefits” in the table. The
Norway – 1,167 – 280 66,334 55,853 retirement age for all senior executives is 65.

Germany 3,042 1,759 – – 59,688 63,394 Board of directors Born Member of Board Shareholding1)

UK 1,108 1,217 – – 116,662 132,629 Margareta Barchan 1950 2003 2,500 B


Total in subsidiaries 9,248 9,222 146 260 763,005 753,917 Monica Caneman 1954 2003 3,000 B
Group total 13,886 13,718 –98 104 768,620 759,939 Monika Elling 1962 2010 288,000 B
1)
Includes current and former Board members as well as current and Curt Lönnström 1943 1999 9,000 B
former Managing Directors.
Björn Örås 1949 Since company founded 4,023,815 A
3,951,445 B
1)
Directly and/or via companies.

39
notes

contd. note 8 personnel

Senior executives Salary/Board remuneration Flexible pay Other benefits Pension expenses Total

Chairman of the Board 800 – – 800

Other Board members 525 – – 525

Managing Director Johan Eriksson (Jan-Aug) 2,489 –244 – 306 2,551

Managing Director Monika Elling (as of Sep) 1,068 – – 311 1,379

Other senior executives (five people) 6,276 – 255 1,270 7,801

Total 11,158 –244 255 1,887 13,056

note 9 remuneration paid to auditors Parent company


Untaxed reserves 2010 2009
Group Parent company
2010 2009 2010 2009 Accumulated excess depreciation –4,200 –4,300

Deloitte, audit 1,833 1,805 330 290 Total –4,200 –4,300

Deloitte, audit
in addition to audit assignment 173 – – –
note 14 taxes
Deloitte, tax advice 94 – – –

Deloitte, other assignments 226 270 135 89 Group Parent company


Tax on loss for the year 2010 2009 2010 2009
Total 2,326
2,075 465 379
Current tax –6,211
–9,640 –182
–6,250

Deferred tax –4,284
–2,423 – –
note 10 profit from participations in Group companies Tax attributable to
Group contributions – – 6,575 7,890
Parent company 2010 2009
Total tax on
Dividend 38,400 2,485 profit/loss for the year –10,494 –12,063 6,393 1,640

Impairment of participations –85,279 –7,314 Relationship between tax expense for the period and reported net profit.

Total –46,879 –4,829 Group 2010 2009

During 2010 an anticipated dividend was received from Dedicare AB. There Recognised profit/loss before tax -48,142 30,555
was impairment of the entire shareholding in Poolia UK Holdings Ltd.
Tax according to applicable domestic
tax rate in each country 13,865 –8,100

note 11 interest revenues and similar income statement items Tax effects of non-deductible
expenses –607 –506
Group Parent company Effect of impairment of goodwill –19,923 –
2010 2009 2010 2009
Tax effect of temporary differences –115 –129
Interest rates 561 1,186 12 143
Effect of appreciation/impairment of tax receivable –4,169 –2,294
Exchange rate differences, net – 1,298 – 942
Tax effect of interest on tax allocation reserve – –181
Total 561 2,484 12 1,085
Tax adjustments from previous years 430 –1,575
Interest revenues in the parent company include - (-) from Group companies.
Tax effect of tax loss carryforwards where
deferred tax assets are not recorded 25 722
note 12 interest expenses and similar income statement items
Total tax on profit for the year –10,494 –12,063

Group Parent company
2010 2009 2010 2009 Parent company 2010 2009
Interest rates 106 221 18 – Reported profit/loss after financial items –71,518 –25,677
Exchange rate differences, net 740 – 1,239 – Tax according to applicable domestic tax rate 18,809 6,753
Other 62 143 62 144 Tax effect of non-deductible expenses –21 –29
Total 908 364 1,319 144 Tax effect of appropriations –26 –3,738
The current year’s operating profit was not affected by exchange rate differences. Tax effect of dividends 10,099 654

Tax effect of interest on tax allocation reserve – –77


note 13 appropriations and untaxed reserves
Tax effect of impairment of participations in Group
Parent company companies –22,428 –1,923
Appropriations 2010 2009
Tax adjustments from previous years –40 –
Difference between book depreciation
and depreciation according to plan 100 100 Total tax on profit for the year 6,393 1,640

Change of tax allocation reserve – 14,114

Total 100 14,214

40
notes

Unrecognised deferred tax The development of the UK business has not proceeded with the planned vig-
Unrecognised deferred tax, i.e. the difference between income tax that has ac- our and this, combined with the change in expectations of future growth in
tually been reported in the income statements for the current and previous revenues and operating profit, led to a need to write down the goodwill that
years (expensed tax) and income tax with which the company will ultimately existed when the business was acquired. As this growth failed to correspond
be charged based on operations of the current and previous financial years with expectations for a long time, a decision was made to write down the entire
(full tax), is as follows: value of goodwill. Work to develop the business to generate a profit in the long
term continues with undiminished vigour.
Group 2010 2009 During the year goodwill arose in connection with the acquisition of Utveck-
lingshuset, see also Note 27.
Deferred tax assets

Pertaining to unutilised tax loss carryforwards 17,256 23,028 note 16 other intangible assets
Pertaining to other temporary differences – 982
Group 2010 2009
Less recognised deferred tax asset –11,467 –16,821
Opening acquisition value 42,814 43,542
Unrecognised deferred tax asset 5,789 7,189
Acquisitions during the year 30 5,112
Deferred tax assets are recognised in the consolidated balance sheet for unu- Sales/disposals –41 –5,840
tilised tax loss carryforwards to the extent that they can be met by utilising
untaxed reserves, or if it is considered highly likely that they will be used in the Translation differences –10 –
foreseeable future. Tax assets in Norway are 1,247, which are also recorded.
Closing accumulated acquisition value 42,793 42,814
Total tax assets in Denmark are 2,833, which are not recorded. The right to
use loss carryforwards in Norway and Denmark has no time limit.
Deferred tax in Finland is 601, of which 20 is recorded. Finland lost the Opening amortisation –22,886 –16,669
right to deduct losses attributable to booked tax assets during 2012. Other loss Amortisation for the year –6,671 –6,217
carryforwards become due in 2019-2020.
Deferred tax assets in Germany are 10,200, including 10,200 recorded. Closing accumulated amortisation –29,557 –22,886
Deferred, non-recorded, tax assets in the UK are 2,375. In Germany and the
Closing planned residual value 13,236 19,928
UK the right to use loss carryforwards has no time limit.
The tax rate in Sweden is 26.3%, in Norway and the UK 28%, in Finland
26%, in Denmark 25% and in Germany 29%. Parent company 2010 2009

Opening acquisition value 14,825 15,395


Group 2010 2009
Acquisitions during the year 30 5,075
Deferred tax liability
Sales/disposals – –5,645
Pertaining to untaxed reserves 1,762 2,367
Closing accumulated acquisition value 14,855 14,825
note 15 goodwill
Group 2010 2009 Opening amortisation –2,199 –211
Opening acquisition value 143,923 141,959 Amortisation for the year –2,557 –1,988
Acquisitions during the year 15,673 – Closing accumulated amortisation –4,756 –2,199
Translation differences 7,488 1,964 Closing planned residual value 10,099 12,626
Closing accumulated During 2009 and 2010 an investment in a new business support system was
acquisition value 167,084 143,923
capitalised. In 2009 an impairment of an IT system developed for use in the
UK has been recognised as 5,645.
Opening impairments –52,406 –52,406

Impairments during the year –71,155 – note 17 tangible fixed assets


Group 2010 2009
Translation differences – –
Opening acquisition value 25,917 33,159
Closing accumulated impairments –123,561 –52,406

Closing value 43,523 91,517 Company


acquisitions 194 –

Goodwill is allocated to the Group’s cash-generating units identified by geo- Purchases 782 809

graphical area. A summary of the distribution of goodwill at segment level is
presented below. Sales/disposals –883 –7,736

2010 2009
Translation differences –1,041 –315
Poolia Sweden 23,849 8,598

Poolia Germany 4,002 4,213 Closing accumulated acquisition value 24,969 25,917

Poolia UK – 62,430
Opening amortisation –20,932 –26,049

Dedicare 15,672 16,276
Company acquisitions –39 –

Each year, goodwill is tested per segment to determine impairment require-
ments, and more frequently if there are indications of an impairment require- Sales/disposals 856 7,475

ment. Recoverable amounts for cash generating units are determined based
on calculations of value in use. These calculations are based on estimated fu- Amortisation for the year –2,278 –2,771

ture cash flows based on financial budgets approved by the Board and cover
a five-year period. Cash flows beyond the five-year period are extrapolated Translation differences 691 413

without any growth. The assessment is based on the budget for 2011 and an
estimated growth for each cash-generating unit of the succeeding five years, Closing accumulated amortisation –21,702 –20,932

and then zero growth. Estimated growth 2012-2016 is in the range 5-10% (5-
15). The impairment test was conducted at the lowest level at which separable Closing planned residual value 3,267 4,985

cash flows have been identified. In calculating the value in use, a discount rate
of 10% (10) before tax was applied, except for the unit in the UK where 14%
(14) was applied.

41
notes

The Group has at its disposal, under lease agreements, vehicles and computers
with an estimated acquisition value of 6,576. Contracted future payments un- Poolia Holding GmbH
Corp. ID no. HRB 79318, Düsseldorf 100 KEUR 25 5,223
der these agreements amount to 2,393, of which 1,078 relates to 2011 and the
remainder to 2012-2013. All agreements are operational leasing agreements. Poolia Deutschland GmbH
This year's cost for the rental of computers and vehicles in respect of lease pay- Corp. ID no. HRB 56837, Düsseldorf 100 – –
ments is 1,144. The Group also has at its disposal premises with agreed annual
Poolia Düsseldorf GmbH
rents amounting to 19,186. Most of these lease agreements were concluded Corp. ID no. HRB 53751, Düsseldorf 100 – –
from 2007 to 2010 and generally run for 1-5 years.
Poolia UK Holdings Ltd
Corp. ID no. 04731846, London 101,414 100 TGBP 10 –
note 18 participations in Group companies
Poolia UK Ltd
Amount Value Corp. ID no. 2442269, London 1,000,000 100 – –
No. of Capital Par amount Book
Reg. office shares share, % value value Total 32,641

Shares in Swedish subsidiaries Dedicare AS, Dedicare Doctor AS and Dedicare OY are subsidiaries of
Dedicare AB.
Poolia Sverige AB
Corp. ID no. 556426-7655, Stockholm 1,000,000 100 100 14,164

Poolia Ekonomi AB note 19 accounts receivable


Corp. ID no. 556363-8039, Stockholm 1,000 100 – –
Group 2010 2009
Poolia IT AB
Corp. ID no. 556447-9581, Stockholm 1,000 100 – – Accounts receivable, gross 199,885 159,650

Poolia Kontor AB Opening reserve for doubtful receivables –826 –1,348


Corp. ID no. 556532-4240, Stockholm 1,000 100 – –
Reservations for the period –814 –719
Poolia Sälj & Marknad AB
Corp. ID no. 556532-5221, Stockholm 1,000 100 – – Actual losses 326 945

Poolia Teknik AB Reversed reservations 118 303


Corp. ID no. 556532-4232, Stockholm 1,000 100 – –
Translation differences 20 –7
Poolia Väst AB
Corp. ID no. 556399-9621, Stockholm 1,000 100 – – Closing reserve for doubtful receivables –1,176 –826

Poolia Syd AB Accounts receivable, net 198,709 158,824


Corp. ID no. 556417-7581, Stockholm 1,000 100 – –

Poolia Juridik AB Receivables due that are not considered doubtful 2010 2009
Corp. ID no. 556420-3841, Stockholm 1,000 100 – –
1-30 days 18,908 219,469
Poolia Jönköping AB
Corp. ID no. 556557-4067, Jönköping 1,000 100 – – 31-90 days 4,843 6,008

Poolia Nord AB 91-180 days 2,621 1,481


Corp. ID no. 556501-9246, Stockholm 1,000 100 – –
>180 days 1,753 1,659
Poolia Öst AB
Corp. ID no. 556584-1748, Stockholm 1,000 100 – – Total 28,124 28,617

Poolia Executive Search AB


Corp. ID no. 556573-6336, Stockholm 1,000 100 – –
note 20 other prepaid expenses and accrued revenues
Poolia B & F AB Group Parent company
Corp. ID no. 556599-5999, Stockholm 1,000 100 – – 2010 2009 2010 2009
Poolia Rekrytering AB Accrued fee-based revenues 57,396 43,327 – –
Corp. ID no. 556558-8141, Stockholm 1,000 100 – –
Other prepaid expenses
Utvecklingshuset COM AB and accrued revenues 19,390 13,358 740 626
Corp. ID no. 556505-8771, Stockholm 1,000 100 – –
Total 76,786 56,685 740 626
Dedicare AB
Corp. ID no. 556516-1501, Stockholm 5,000 96 100 8,345

Dedicare Sales AB note 21 share capital


Corp. ID no. 556599-1634, Stockholm 1,000 100 – –
Class A shares Class B shares Total
Dedicare Doctor AB
Corp. ID no. 556583-9742, Stockholm 1,000 100 – – As of 1 January 2009 4,023,815 14,442,691 18,466,506

Dedicare Omsorg AB As of 31 December 2009 4,023,815 13,098,181 17,121,996


Corp. ID no. 556583-6466, Stockholm 1,000 100 – –
As of 31 December 2010 4,023,815 13,098,181 17,121,996

shares in foreign subsidiaries A class A share provides entitlement to one vote and a class B share to 1/5 vote.
The par value was SEK 0.20 per share. No incentive schemes were launched
Poolia Suomi OY
Corp. ID no. 1614293-5 140,000 100 KEUR 118 3,410 in 2009 and 2010.

Dedicare OY
Corp. ID no. 2219561-1 1,000 100 – –

Poolia Danmark A/S


Corp. ID no. 25507835, Copenhagen 902 100 KDKK 902 1,500

Dedicare Doctor AS
Corp. ID no. 983077196, Oslo 905 100 – –

Dedicare AS
Corp. ID no. 982529786, Stjørdal 3,956 100 – –

42
notes

Asset management Total 285,660 269,931


Capital means shareholders’ equity. The Group’s aim in managing its capital is
Liabilities
to secure the Group’s continued survival and freedom to act, and to make sure
that shareholders continue to receive a return on the funds they have invested. Other liabilities 106,322 80,988
In order to maintain and adapt the capital structure, the Group may pay
Total 106,322 80,988
dividends, increase shareholders’ equity through the issuing of new shares or
capital contributions, buy back shares or reduce or increase its liabilities. Ac-
cording to the Group's revised dividend policy, the aim is that the dividend For all financial assets and liabilities, unless otherwise stated in the note,
will normally exceed 50% of the profit for the year after tax. The change in the recorded value is a good approximation of the fair value because of short
shareholders’ equity specifies the breakdown of the equity into its component periods of maturity.
parts and the changes during the period.
Due date analysis 2010 2009

note 22 earnings per share Assets


2010 2009

Cash and cash equivalents
Net profit/loss –58,636 18,492
1-30 days 29,555 67,780
Number of shares, average 17,122 17,122
Loan receivables and accounts receivable
Average number of shares after dilution 17,122 17,122
1-30 days 165,881 129,812
Earnings per share, SEK –3.46 1.04
31-90 days 90,224 71,507
Earnings per share after dilution, SEK –3.46 1.04
91-180 days – 376
Proposed dividend per share, SEK 0.40 1.50
>180 days – 456
Proposed dividend 6,849 25,683
Total 256,105 202,151

note 23 pension provisions Liabilities

The Group’s pension plans are contribution-based, apart from in Sweden. Other liabilities
Commitments for retirement pensions and family pensions for salaried em-
ployees in Sweden are secured through insurance with Alecta. According to 1-30 days 102,941 76,918
a statement issued by the Council for financial reporting, UFR 3, this is a 31-90 days 2,030 3,680
benefit-based plan involving several employers. For financial years for which
the company did not have access to information that enabled it to report this 91-180 days – 390
plan as a benefit-based plan, a pension plan under ITP that is secured through
>180 days 1,737 –
a policy with Alecta must be reported as a contribution-based plan. The Group
and parent company's pension expenses are shown in note 8. Total 106,708 80,988

note 24 liabilities to credit institutions note 27 business combinations

The parent company and the Group have an authorised overdraft facility As of 1 April 2010, 100% of the shares in the outplacement company Utveck-
of 20,000 (0). This has been utilised in the parent company to the order of lingshuset COM AB were acquired. The purchase price was MSEK 16 and
13,134 (0). Because of the cash pool structure of credit, it is not utilised by was paid in cash. An agreement is in place for an additional purchase pay-
the Group. ment based on the operating profit/loss for the period from acquisition until
31 December 2013. At present it is not considered that any additional pur-
note 25 accrued expenses and prepaid revenues chase price will be payable because of the expected future performance of the
company. Acquisition-related expenses total 327. These are not included in
Group Parent company
2010 2009 2010 2009
the purchase price, but have been recorded as other expenses in the income
statement. Revenues from the acquisition in 2010 from the acquisition date
Holiday pay liability 50,345 43,466 401 185 totalled 7,980 and the operating profit was 410. The company's revenues for
the whole calendar year 2010 were 11,255 and the operating profit was 511.
Personnel-related taxes
and fees 8,806 10,389 514 497
acquired net assets on the acquisition date
Accrued salaries 68,748 53,451 – 386 2010 2009

Other accrued expenses Tangible fixed assets 155 –


and prepaid revenues 21,129 13,596 1,006 1,016
Accounts receivable 1,091 –
Total 149,028 120,902 1,921 2,084
Other current receivables 1,040 –

Cash and cash equivalents 7,667 –


note 26 financial assets and liabilities
Long-term liabilities – 8,849 –
Book value for each category of financial instrument Current liabilities – 704 –

Group 2010 2009 Deferred tax liability – 74 –

Assets Net
identifiable assets and liabilities 326 –
Group goodwill 15,674 –
Cash and cash equivalents 29,555 67,780

Remuneration
transferred –16,000 –
Loan receivables and accounts receivable 256,105 202,151

43
notes

note 28 cash flow statement note 29 transactions with related parties

In 2010 the parent company received Group contributions from Poolia Poolia has certain cooperation agreements and commercial transactions
Sverige AB of 25,000. with Uniflex AB. Poolia’s Chairman of the Board and largest shareholder
Björn Örås is also the Chairman and largest shareholder of Uniflex AB. In
Group Parent company 2010, Poolia invoiced Uniflex AB for services rendered of MSEK 0.4. Poolia’s
Cash and cash equivalents 2010 2009 2010 2009
purchases from Uniflex AB in 2010, which did not pertain exclusively to for-
Cash at bank and in hand 29,555 67,780 – 1,885 ward invoicing, totalled MSEK 0.5. As at 31.12.2010 Poolia had an account
payable to Uniflex AB of MSEK 4.7, relating primarily to services that were
Short-term investments – – – – forward invoiced on behalf of clients. On 31.12.2010, Poolia had an account
Amount at end of year 29,555 67,780 – 1,885 receivable from Uniflex AB of MSEK 0.0. In 2010 sales to an amount of less
than MSEK 0.1 were made to Björn Örås’ related companies Bro Hof Slott AB
and Bro Hof Golf AB.
Disclosure about interest paid
During the year interest received in the Group totalled 561 (1,186). During the No provisions had to be posted in 2010 or 2009 for the receivables Poolia had
year interest paid in the Group totalled 106 (221). from related companies or parties.
During the year interest received in the parent company totalled 12 (143).
During the year interest paid in the parent company totalled 18 (–).

The Board and Managing Director hereby certify that the annual report has been prepared in accordance with the Annual
Accounts Act and RFR 2 and gives a true picture of the company's financial position and performance and that the Directors’
Report gives a true and fair view of the development of the company's operations, financial position and performance and
describes significant risks and uncertainties that the company is facing.
The Board and Managing Director hereby certify that the consolidated accounts have been prepared under International
Financial Reporting Standards (IFRS) as adopted by the EU, and give a true picture of the Group's financial position and
performance, and the Directors’ Report for the Group gives a true and fair view of the development of the Group's operations,
financial position and performance and describes significant risks and uncertainties that the companies included in the Group
are facing.

Stockholm, 25.03.2011

Björn Örås Monika Elling Curt Lönnström


Chairman of the Board Managing Director/Board member Deputy Chairman of the Board

Margareta Barchan Monica Caneman


Board member Board member

Our audit report was submitted in 25 March 2011


Deloitte AB

Henrik Nilsson
Chartered Accountant
44
Audit Report

Audit Report
To the Annual General Meeting of Poolia AB (publ)
Corporate ID number 556447-9912

We have audited the annual accounts, the consolidated the Swedish Annual Accounts Act or the Articles of As-
accounts, with the exception of the corporate governance sociation. We believe that our audit provides a reasonable
report on pages 21-28, the accounting records and the basis for our opinion set out below.
administration of the Board of Directors and the Managing The annual accounts have been prepared in accordance
Director of Poolia AB (publ) for the financial year 2010. The with the Swedish Annual Accounts Act and give a true and
annual report and consolidated accounts are included in the fair view of the company’s financial position and results of
printed version of this document on pages 14-44. The Board operations in accordance with generally accepted account-
of Directors and the Managing Director are responsible for ing principles in Sweden. The consolidated accounts have
these accounts and the administration of the company as been prepared in accordance with International Financial
well as for the application of the Swedish Annual Accounts Reporting Standards (IFRS) as adopted by the EU and the
Act when preparing the annual accounts and the application Swedish Annual Accounts Act, and give a true and fair view
of International Financial Reporting Standards (IFRS) as of the Group’s financial position and results of operations.
adopted by the EU and the Swedish Annual Accounts Act The Directors’ Report is consistent with the other parts of
when preparing the consolidated accounts. Our responsibil- the annual report and the consolidated accounts.
ity is to express an opinion on the annual report, consolidat-
ed accounts and the administration based on our audit. We recommend to the Annual General Meeting that the
The audit was conducted in accordance with generally income statement and balance sheet of the parent company
accepted auditing standards in Sweden. Those standards and the report on comprehensive income and the balance
require that we plan and perform the audit to obtain rea- sheet of the Group be adopted, that the profit of the parent
sonable, but not absolute, assurance that the annual report company be dealt with in accordance with the proposal in
and the consolidated accounts are free of material misstate- the Directors' Report, and that the members of the Board of
ment. An audit includes examining, on a test basis, evidence Directors and the Managing Director be discharged from
supporting the amounts and disclosures in the accounts. liability for the financial year.
An audit also includes assessing the accounting principles
used and their application by the Board of Directors and Report on the Corporate Governance Report
the Managing Director, and significant estimates made by The Board of Directors and the Managing Director are
the Board of Directors and the Managing Director when responsible for the corporate governance report on pages
preparing the annual accounts and consolidated accounts, 21-28 and for ensuring that it is produced in accordance
as well as evaluating the overall presentation of information with the Swedish Annual Accounts Act.
in the annual accounts and the consolidated accounts. As a As a basis for our statement on whether a corporate
basis for our opinion concerning discharge from liability, we governance report has been produced and is compatible
examined significant decisions, actions taken and circum- with the other parts of the annual accounts, we have read
stances of the company in order to be able to determine the corporate governance report and assessed its content on
the possible liability to the company of any Board member the basis of our knowledge of the company.
or the Managing Director. We also examined whether any A corporate governance report has been produced, and its
Board member or the Managing Director has, in any other statutory information is compatible with the other parts of
way, acted in contravention of the Swedish Companies Act, the annual accounts and the consolidated accounts.

Stockholm, 25.03.2011

Deloitte AB

Henrik Nilsson
Chartered Accountant

45
definitions

Definitions
Share of risk-bearing capital P/E-ratio
Shareholders’ equity plus minority interest and tax Share price on closing day divided by earnings per share.
provisions as a percentage of total assets.
Earnings per share
Average number of employees Profit/loss for the year after taxes divided by the average
Total number of hours worked during the year divided by no. of shares.
the average number of working hours per year for a full-time
employee. Operating margin
Operating profit/loss as a percentage of operating revenues.
Return on shareholders’ equity
Profit/loss after tax divided by average Shareholders’ equity/assets ratio
shareholders' equity. Shareholders’ equity, including minority share, as a
percentage of total assets.
Return on capital employed
Profit/loss after financial items plus financial expenses Capital employed
divided by average capital employed. Total assets less non-interest bearing
liabilities, including tax provisions.
Return on total assets
Profit/loss after financial items plus financial expenses Profit margin
divided by average total assets. Profit after financial items as a percentage of
operating revenues.
Shareholders’ equity per share
Shareholders’ equity divided by the number of shares
outstanding.

Revenues per employee


Operating revenues divided by the average
number of full-time employees.

46
ADDRESSES

Addresses
HEAD OFFICES poolia stockholm GERMANY DEDICARE
poolia ab Warfvinges väg 20 poolia düsseldorf dedicare stockholm
Warfvinges väg 20 Box 30081 Graf-Adolf-Straße 70 Kungsholmsstrand 147
Box 30081 SE-104 25 Stockholm DE-40210 Düsseldorf SE-112 48 Stockholm
SE-104 25 Stockholm Tel: 08-555 650 00 Tel: +49 211 936 564-0 Tel: 08-555 656 00
Tel: 08-555 650 00 info@poolia.se duesseldorf@poolia.de dedicare@dedicare.se
Fax: 08-555 650 01
info@poolia.se poolia södertälje poolia frankfurt dedicare gothenburg
Nedre Torekällgatan 1 Stresenmannallee 30 Bror Nilssons gata 16
SWEDEN SE-151 72 Södertälje DE-60596 Frankfurt SE-417 55 Gothenburg
poolia gävle Tel: 08-555 640 00 Tel: +49 69 21 93 09-0 Tel: 031-743 20 59
Teknikparken sodertalje@poolia.se frankfurt@poolia.de dedicare@dedicare.se
Nobelvägen 2 dedicare karlskrona
SE-802 67 Gävle poolia uppsala poolia hamburg Box 13
Tel: 026-54 15 45 Kungsängsgatan 5B Mönckebergstraße 5 SE-371 21 Karlskrona
gavle@poolia.se SE-753 22 Uppsala DE-20095 Hamburg Tel: 08-555 656 10
Tel: 018-16 93 60 Tel: +49 40 323 10 79-0 dedicare@dedicare.se
SE-411 15 Gothenburg uppsala@poolia.se hamburg@poolia.de
Kungsgatan 42 dedicare örebro
SE-411 15 Gothenburg poolia västerås poolia hannover Klostergatan 23
Tel: 031-743 20 00 Iggebygatan 12 Grupenstrasse 2 SE-703 61 Örebro
gbg@poolia.se SE-722 20 Västerås DE-30159 Hannover Tel: 08-555 656 10
Tel: 021-15 19 70 Tel: +49 511 763 579-0 dedicare@dedicare.se
poolia jönköping vasteras@poolia.se hannover@poolia.de
dedicare oslo
Norra Strandgatan 4
Holbergsgt 21
SE-553 20 Jönköping poolia örebro poolia köln
NO-0166 Oslo
Tel: 036-17 32 60 Rudbecksgatan 7 Hohenzollernring 37
Tel: +47 74 80 40 70
jonkoping@poolia.se SE-702 11 Örebro DE-50672 Köln
dedicare@dedicare.no
Tel: 019-766 37 00 Tel: +49 221 2779 45-0
poolia linköping orebro@poolia.se koeln@poolia.de dedicare stjørdal
Mjärdevi Science Park Stokmoveien 2
Teknikringen 10 UTVECKLINGSHUSET poolia mannheim Postboks 41
SE-583 30 Linköping Kristinegatan 12 N2, 4 NO-7501 Stjørdal
Tel: 011-21 96 38 SE-791 71 Falun DE-68161 Mannheim Tel: +47 74 80 40 70
linkoping@poolia.se Tel: 023-655 30 Tel: +49 621 150 329 -0 dedicare@dedicare.no
www.utvecklingshuset.se mannheim@poolia.de
poolia malmö
Baltzarsgatan 31 DENMARK poolia münchen
SE-211 36 Malmö poolia köpenhamn Schellingstraße 35
Tel: 040-661 25 00 Langebrogade 5 DE-80799 München
malmo@poolia.se DK-1411 Copenhagen K Tel: +49 89 242 948-0
Tel: +45 70 27 37 47 muenchen@poolia.de
poolia norrköping info@poolia.dk
S:t Persgatan 105 UK
SE-602 33 Norrköping FINLAND poolia london
Tel: 011-21 96 30 poolia helsinki Marlborough Court
norrkoping@poolia.se Salomonkatu 17B 14–18 Holborn
FI-00100 Helsinki GB-London EC1N 2LE
Tel: +358 20 7290 830 Tel: +44 20 7464 1550
info@poolia.fi london@poolia.co.uk

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