AMENDED AND RESTATED BY-LAWS
MANPOWER INC. (as of April 28, 2010)
ARTICLE I. OFFICES
SECTION 1.1. Principal and Other Offices . The principal office of the Corporation shall be located at
any place either within or outside the State of Wisconsin as designated in the Corporation’s most current Annual
Report filed with the Wisconsin Secretary of State. The Corporation may have such other offices, either within or
outside the State of Wisconsin as the Board of Directors may designate or as the business of the Corporation
may require from time to time.
SECTION 1.2. Registered Office . The registered office of the Corporation required by the Wisconsin
business corporation law to be maintained in the State of Wisconsin may, but need not, be the same as any of its
places of business. The registered office may be changed from time to time.
SECTION 1.3. Registered Agent . The registered agent of the Corporation required by the Wisconsin
business corporation law to maintain a business office in the State of Wisconsin may, but need not, be an officer
or employee of the Corporation as long as such agent’s business office is identical with the registered office. The
registered agent may be changed from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 2.1. Annual Meeting . The annual meeting of shareholders shall be held on the third Tuesday
in the month of April for each year at 10:00 a.m. (local time) or at such other date and time as shall be fixed by,
or at the direction of, the Board of Directors, for the purpose of electing directors for the class of directors whose
term expires in such year and for the transaction of such other business as may have been properly brought
before the meeting in compliance with the provisions of Section 2.5. If the day fixed for the annual meeting shall
be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day.
SECTION 2.2. Special Meetings . Except as otherw