STOCKHOLM, Sweden, April 02, 2004 (PRIMEZONE) -- The Shareholders of IBS AB (publ) are hereby convened to the Annual General Meeting (AGM) to be held on 5 May, 2004, at 6 p.m. (local time) at Naringslivets Hus, Storgatan 19, Stockholm. The proceedings will be conducted in the Swedish language. Prior to the meeting, a light meal will be served, starting at 5.15 p.m. Welcome!
A. PARTICIPATION
Shareholders who wish to participate in the AGM must give notice of their participation no later than Thursday, 29 April, 2004, at 5.00 p.m., in writing to IBS AB, Attention: Kerstin Sandberg, P.O. Box 1350, SE-171 26 Solna, Sweden, or by telephone +46-8-627 2401, or by email kerstin.sandberg@ibs.net. The notification must include name, personal identity number/corporate identity number, address and number of registered shares held. Shareholders who wish to be represented through power of attorney should submit a written and dated power of attorney, giving authorisation to a specified person, together with the notice of participation. Shareholders representing a legal entity must present a copy of the certificate of incorporation or a similar document, showing the authorised signatories.
Shareholders who have given notice and are registered in the share register kept by VPC AB (The Swedish Securities Register Centre) on Friday, 23 April, 2004, are entitled to participate in the AGM. Shareholders, who have their shares registered in the name of a trustee must, in order to participate in the AGM, register their shares in their own name with VPC by this date. Such registration, which can be made on a temporary basis, should be requested from the trustee well in advance of this date. Please note that this procedure also encompasses shareholders who utilise a shareholders' deposit account in a bank, or who trade via the Internet.
Accounts and audit reports (item 7) as well as the Board of Directors' complete proposal regarding item 14 will be made available at the Company's headq1uarters, Hemvarnsgatan 8, Solna, Sweden, from Wednesday, 21 April, 2004. The documents will also be available on the company's home page (ww.ibs.net) as well as at the venue of the AGM.
B. PROPOSED AGENDA FOR THE AGM
1. Opening of the AGM
2. Election of Chairman for the meeting
3. Election of one or two persons to verify the minutes
4. Preparation and approval of the voting list
5. Establishing whether the AGM has been duly convened
6. Presentation and approval of the Board of Directors' proposed agenda
7. Presentation of the Annual Report, Auditor's Report and the Consolidated Annual Report and the Auditor's report on the Consolidated Annual Report
8. The Managing Director addresses the AGM
9. Resolutions in respect of:
a) adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet
b) 2appropriation of the Company's earnings according to the adopted balance sheet
c) discharge from liability for the members of the Board of Directors and the Managing Director.
10. Determination of the number of Board Members and Deputy Board Members
11. Determination of fees to the Board of Directors and the Auditors
12. Election of Directors
13. Election of Auditors and Deputy Auditors or of an accounting firm
14. Proposed change of the Articles of Association
15. Document from Sveriges Aktiesparares Riksforbund (The Swedish Shareholders Association) regarding nomination committee, remuneration committee and audit committee
16. Closing of the AGM
C. DECISION POINTS
The Board's proposal regarding the 3appropriation of the Company's earnings according to the adopted balance sheet (item 9b on the agenda)
In view of the fact that the Parent Company has no distributable earnings, the Board of Directors and the Managing Director suggest that no dividend shall be paid for the financial year 2003. The accumulated loss in the Parent Company balance sheet amounts to SEK -73,665,699, and the Board of Directors and the Managing Director propose that this loss is covered by utilisation of the share premium reserve to the amount of SEK 73,665,699.
The Group's accumulated profits amount to MSEK 13,4.
The Board has been informed that Catella Holding, Catella Fonder, Didner and Gerge Fonder, Per Lindberg, Robur Fonder, Gunnar Rylander (including company holdings) and Staffan Ahlberg (including family holdings) (= the Owner Group), representing approximately 52.2 per cent of the total number of votes in the Company, have agreed to approve the following proposals under items 10, 11, 12 and 13 on the agenda:
Determining the number of Board Members and Deputy Board Members (item 10 on the agenda)
The Owner Group proposes eight ordinary Members and no Deputy Members.
Fees to the Board of Directors and Auditors (item 11 on the agenda)
The present fees to the Board of Directors amount to SEK 900,000, allocated as SEK 200,000 to the Chairman of the Board and SEK 100,000 to each Board Member. For 2004, the Owner Group proposes an increase to SEK 1,200,000 in total, with unchanged fees to the Board of Directors and additional fees totalling SEK 300,000 to be distributed to the Members of the Audit Committee and Remuneration Committee in accordance with the decision of the Board.
The remuneration to the auditors shall be paid on the basis of a separate account, as before.
Election of Directors (item 12 on the agenda)
The Owner Group proposes, after a customary dialogue with the Chairman of the Board, a re-election of the Board, i.e.:
Staffan Ahlberg (re-election) Elisabet Annell (re-election) Johan Bjorklund (re-election) Kai Hammerich (re-election) Sigrun Hjelmquist (re-election) Lars V Kylberg (re-election) Stig Nordfelt (re-election) Gunnar Rylander (re-election)
The Board has appointed a Remuneration Committee with three members and an Audit Committee with two members.
Election of Auditors and Deputy Auditors (item 13 on the agenda)
The Owner Group proposes election of KPMG Bohlins AB with Anders Malmeby as auditor in charge, until the end of the Annual General Meeting in 2008.
The Board's proposal regarding change of the Articles of Association (item 14 on the agenda)
The Articles of Association have been revised and modernised, taking into account the prevailing market practice and the company's areas of operation. Furthermore, the suggestions from the Sveriges Aktiesparares Riksforbund (the Swedish Shareholders Association) have been taken into consideration. These changes are mainly of an editorial nature, and affect neither the shareholders' right to the company assets nor the legal relation between the shares.
The proposed new Articles of Association and those which were adopted at last year's AGM will be available at the company head office from Wednesday, 21 April, 2004. In addition, these documents will be available on the company's home page www.ibs.net from this date.
Stockholm, April 2004 The Board of Directors
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The following files are available for download:
http://www.waymaker.net/bitonline/2004/04/02/20040402BIT00330/wkr0001.doc
http://www.waymaker.net/bitonline/2004/04/02/20040402BIT00330/wkr0002.pdf