Profilgruppen — AGM Information 2009

Feb 25, 2009

Press release Åseda, 25 February 2009

Annual General Meeting of Shareholders of ProfilGruppen AB (publ.)

• * The Annual General Meeting will be held on Tuesday 31 March 2009 at 15.00 in Folkets Hus in Åseda.
• * The nomination committee proposes Eva Färnstrand as the new Chairman of the Board, who has been a member of the Board since 2008.
• * Election of other Board Members: It is proposed that the members Ulf Granstrand, Lars Johansson, Nils Arthur and Kjell Svensson are re-elected. It is proposed that Susanna Hilleskog is newly elected.
• * It is proposed that fees payable to the Board are set at a total of SEK 1,070,000 including committee fees.
• * The Board is proposing a dividend of SEK 1.00 (3.60) per share.

Contacts for information:

Nils Arthur, President and CEO, mobile: +46 (0)70 349 57 90 e-mail: nils.arthur@profilgruppen.se

Peter Schön, CFO, mobile: +46 (0)70 339 89 99 e-mail: peter.schon@profilgruppen.se

This information is published in accordance with applicable laws, listing agreements and regulations. The information was submitted to the media for publication on 25 February 2009, at 13.00.

Shareholders of ProfilGruppen AB (publ.) are hereby called to an Annual General Meeting on Tuesday 31 March 2009 at 15.00 in Folkets Hus in Åseda

Registration will take place between 14.00 and 14.55. Coffee will also be served.

Basic refreshments will be available after the meeting, when there will be the opportunity to view the new investments made in the profile production.

Right to attend

In order to attend the Annual General Meeting and to have voting rights, the shareholder must:

• be registered in the share register by Wednesday 25 March 2009
• and register with the company no later than 16.00 on Tuesday 27 March 2009.

ProfilGruppen's share register is managed by VPC AB. The name of the registered shareholder is given under the shareholder's own name in the share register. The owners of nominee shares must, in order to have the right to attend, request temporary registration in good time before Wednesday 25 March 2009, by which date (at the latest) such a registration must be enforced. The party who manages the shares is responsible for re-registration.

Registration

You may register to attend the AGM as follows:

• on the company's website at www.profilgruppen.se,
• by fax: +46 (0)474 711 28,
• by post to ProfilGruppen AB, Box 36 SE-360 70 Åseda or
• by telephone + 46 (0)474 550 00 (opening hours 09.00-15.00).

Shareholders should state their name, civic registration number or corporate identity number, address, telephone number, any representatives, if required, (though no more than two) and whether or not they would like to participate in the subsequent refreshments and/or factory tour when registering. Shareholders represented by proxy must issue a letter of proxy for such representative(s). The letter of proxy should be submitted to the company in good time before the meeting. If the power of attorney for a legal entity is issued, a certificate of registration must be enclosed.

BUSINESS AND PROPOSALS ON THE AGENDA

• The meeting is opened and a chairman for the meeting is elected
• Preparation and approval of the voting list
• Approval of the Board's proposed agenda
• Election of one or two people to verify the minutes
• Confirmation that the meeting has been duly convened
• Speech by the CEO
• Submission of the annual report and consolidated accounts
• Submission of the Group and parent company's auditors' reports
• Decision regarding the submission for approval of the Group and parent company's profit and loss accounts and balance sheets
• Decision regarding allocations relating to the company's profit and loss as per the adopted balance sheet
• Decision regarding discharge from liability to the company for the members of the Board and the CEO
• Decision regarding the number of Board Members and deputies
• Submission for approval of the fees for the Board, the Board's audit committee and remuneration committee and the auditors
• Election of the Chairman of the Board and other Board Members and deputy members
• Proposal for authorisation to be granted to the Board to decide on new issues of shares

____________________________

• Proposal regarding nomination committee
• The Board's proposal to alter the wording of the Articles of Association
• Submission for approval of principles for remuneration for senior executives
• Other issues
• Closing the meeting

Point 1 Proposal for a chairman for the Annual General Meeting

The nomination committee, consisting of Mats Egeholm, Torgny Prior, Gunnel Smedstad and Staffan Håkanson, proposes that Chairman of the Board, Staffan Håkanson, be appointed as chairman of the Annual General Meeting 2009.

Point 10 Proposed dividend

The Board is proposing a dividend of SEK 1.00 per share, (previous year's was SEK 3.60). The Board proposes that the record day for the dividend be Friday 3 April 2009. If a decision is made in the Annual General Meeting to agree with the proposal, dividends will be expected to be paid out by VPC AB on Wednesday 8 April 2009.

The Board's report made in accordance with Chapter 18, Section 4 of the Swedish Companies Act will be available from the company at the visiting address Östra Industriområdet, SE-360 70 Åseda; and on the company's website, www.profilgruppen.se from 11 March 2009, and will be sent out to any shareholders who request it and provide their postal address.

Point 12 Proposed number of Board Members

The nomination committee proposes that the number of Board Members appointed by the meeting shall remain unchanged at six and no deputies to be appointed.

Point 13 Proposed fees

The nomination committee proposes that fees payable to the Board for 2009 are set at a total of SEK 1,070,000 including fees for committee work as follows:

To the Chairman, SEK 265,000

To the Vice-Chairman, SEK 160,000

To other Board Members elected in the meeting not employed by the company, SEK 130,000 each

To Board Members and deputies elected by the employees, SEK 13,750 each Extra fee for the Chairman of the Board's audit committee, SEK 50,000

Extra fee for members of the Board's audit committee, SEK 25,000

Extra fee for the Chairman of the Board's remuneration committee, SEK 50,000

Extra fee for members of the Board's remuneration committee, SEK 25,000

Remuneration for auditors is proposed as per the current agreement.

Point 14 Proposal for Chairman of the Board and other Board Members

The nomination committee proposes that Board Members Eva Färnstrand, Ulf Granstrand, Lars Johansson, Kjell Svensson and Nils Arthur are re-elected. It is proposed that Susanna Hilleskog is newly elected. Staffan Håkanson has declined re-election.

Susanna Hilleskog is responsible for the Nordic operations for Trelleborg Wheel Systems (one of four business areas within Trelleborg Industri AB), is a Board Member in Trelleborg Wheels AB and in Svensk Däckåtervinning AB.

The nomination committee proposes Eva Färnstrand as the new Chairman of the Board, who has been a member of the Board since 2008.

Information on all proposed Board Members and a report on the work of the nomination committee is available at www.profilgruppen.se.

Point 15 Proposal for authorisation to be granted to the Board to decide on the new issue of shares

The Board proposes that the Annual General Meeting authorises the Board to make decisions regarding new issues of shares on one or more occasions during the period until the next Annual General Meeting.

New issues may be a maximum of 400,000 class B shares. The Board will then be entitled to decide on a deviation from the shareholders' preferential rights. It must be possible to implement issues with a provision made for issuing in kind or offsetting or otherwise with terms and conditions. Any issue must be on market terms.

The reason for being able to deviate from the shareholders' preferential rights is to enable financing of company acquisitions with own shares. In the event of full exploitation of the authorisation, this corresponds to dilution of around eight per cent of the share capital and the votes in the company.

Point 16 Proposal regarding the nomination committee

Election of a nomination committee to propose a Chairman of the Board and other Board Members as well as a chairman for the 2010 Annual General Meeting or, where required, to propose fees for the Board, committees and auditors. The nomination committee can also propose auditors, when necessary. The shareholders have provided suggestions for a nomination committee prior to the AGM in 2010, consisting of Mats Egeholm as Chairman, Gunnel Smedstad and Torgny Prior (Prior & Nilsson Fond and Kapitalförvaltning AB) and the Chairman of the Board in ProfilGruppen AB (according to the decision taken in the meeting).

It is also proposed that the fees for the nomination committee remain unchanged and amount to SEK 100,000 to be divided amongst the nomination committee.

Point 17 The Board's proposal to alter the wording of the Articles of Association

The Board proposes alterations to the Articles of Association, primarily against the background that all class A shares in the company have been converted into class B shares over the year. Certain aspects of the Articles of Association would therefore become ineffective. The proposed wording for the Articles of Association is available in full at www.profilgruppen.se. The proposal includes the following main changes.

The following paragraph in Section 5 is deleted: "The shares may be either partly class A shares with ten votes per share, which may be issued to a number of not more than 15,600,000 or partly class B shares with one vote per share, which may be issued to a number of not more than 15,600,000." Section 6 is to be deleted entirely, as it deals with the shareholder's rights when share capital is increased, and this matter is adequately regulated by the Swedish Companies Act. Sections 7-11 will be re-numbered and will become Sections 6-10. In Section 10 of the proposal (previously Section 11), there is an addition to the subjects to be decided at the Annual General Meeting, namely the decision "on guidelines for remuneration for senior executives". Sections 12-13 will be re-numbered and will become Sections 11-12. It is proposed that the two paragraphs that currently conclude the Articles of Association, Section 14 First Refusal and Section 15 Conversion Provision, are deleted entirely.

Point 18 Submission for approval of principles for remuneration for senior executives

A remuneration committee, appointed by the Board, prepares proposals for principles for remuneration for the Group's CEO and other senior executives.

The Group's seven senior executives, including the CEO, currently have agreements concerning variable remuneration in addition to a fixed salary. The amount of variable remuneration is linked to the Group's profit after financial items and defined personal targets. The variable remuneration can amount to a maximum of 25 per cent of the fixed salary, which is equivalent to a maximum cost, excluding social security contributions, of MSEK 1.7 for 2009. In the event of notice being given by the company, the applicable period of notice is two years for the CEO and, normally, six months for other senior executives. Agreements on pension benefits are arranged individually and the pension costs can amount to a maximum of 35 per cent of the fixed and variable salary.

The Board proposes that these principles of remuneration for senior executives be retained for 2009 and that the Board be given the authority to deviate from the guidelines if there are specific grounds for this in any individual case.

Åseda, February 2009

PROFILGRUPPEN AB (publ.)

Board of Directors