STOCKHOLM, Sweden, March 20, 2002 (PRIMEZONE) -- The shareholders of IBS AB (publ) ("the Company") are hereby summoned to the Annual General Meeting ("AGM") to be held on Wednesday, April 17, 2002, at 6 p.m. (local time) at Sheraton Stockholm Hotel, Tegelbacken 6, 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.
Participation etc
Shareholders who wish to participate in the AGM must give notice of their participation no later than Friday, April 12, 2002, at 12.00 noon, 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 e-mail: kerstin.sandberg@ibs.se. The notification must include name, address and number of shares held. Shareholders who wish to be represented by a representative must submit a written and dated power of attorney, giving authorization to a specified person, together with the notice of participation.
Shareholders that have given notice and are registered in the share register kept by VPC AB (The Swedish Securities Register Center) on Friday, April 5, 2002 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 by this date with VPC. Such registration, which can be made on a temporary basis, should be requested from the trustee well in advance of this date.
Accounts and audit reports (points 6 and 8) will be available at the Company's headquarters, Hemvarnsgatan 8, Solna, Sweden from Wednesday, April 3, 2002. The Board of Directors' complete proposal regarding the new Articles of Association will be made available at the same address from Wednesday April 10, 2002.
Agenda
1. Election of Chairman for the meeting
2. Election of one or two persons to verify the minutes
3. Presentation and approval of the voting register
4. Establishment whether the meeting has been duly convened
5. Approval of the Board of Directors' proposed agenda
6. Presentation of the Annual Report, Auditor's Report and the Consolidated Annual Report and the Auditors' Report on the Consolidated Annual Report
7. The Managing Director addresses the AGM
8. Resolutions in respect of: a) the adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet; b) the appropriation of the Company's earnings according to the adopted balance sheet, where the Board suggests that no dividend be paid for the financial year 2001. The accumulated loss in the Parent Company amounts to SEK 29,211,445. The Board of Directors proposes that this loss is covered by utilization of the share premium reserve to the amount of SEK 29,211,445. The Group's non-restricted reserves amount to SEK 74,813,000. Hence, no transfer to the restricted reserves Is necessary; c) discharge from liability for the members of the Board of Directors and the Managing Director.
Prior to the AGM, Catella Holding AB, Catella Kapitalfarvaltning, SEB Fonder, SHB fonder, 6:e AP-Fonden, Staffan Ahlberg and Gunnar Rylander, the later including controlled companies, ("the Owner Group"), representing approximately 51 percent of the total number of votes in the Company, have agreed upon the following proposals to the AGM:
9. Determination of the number of Board Members and deputy Board Members.The Owner Group proposes that the Board of Directors shall consist of seven ordinary members and no deputy members.
10. Determination of fees to the Board of Directors and the Auditor. The present fee to the Board of Directors amounts to SEK 700,000, allocated as SEK 200,000 to the Chairman of the Board and SEK 100,000 to each of the five external Board Members. For 2002, the Owner Group proposes unchanged fees to the Board of Directors. It is also proposed that remuneration to the auditors shall be paid on the basis of statements of accounts, as before.
11. Election of Directors The Owner Group proposes the following seven candidates for election: Staffan Ahlberg (re-election), Elisabet Annell (re-election), Johan Bjorklund (re-election), Kai Hammerich (re-election), Stig Nordfelt (re-election), Lars V Kylberg (re- election) and Gunnar Rylander (re-election).
12. Proposed change of the Articles of Association
The Board of Directors and the Owner Group propose the following changes to the Articles of Association:
--It shall be possible to elect an accounting firm as the Company's auditor (addition to Para. 6 and Para. 8 point 11).
--The Board of Directors shall be allowed to appoint an auditor for the purpose of special review in accordance with Aktiebolagslagen (the Companies Act), chapter 4, Para. 6 (issue in kind), and chapter 14 Para. 7 and Para. 23 (merger). The auditor appointed must be an authorized or approved public accountant or an accounting firm (addition to Para. 6).
--It shall be possible to give notice of shareholders' meetings in another newspaper with nation-wide coverage than Dagens Nyheter (addition to Para. 7).
13. Complete resolution regarding the Board's proposal to authorize the Board of Directors to issue new shares and debentures
The Board of Directors and the Owner Group propose that the AGM authorizes the Board of Directors to, prior to the next AGM, on one or more occasions, with or without deviation from the preemption rights of the shareholders and with the objective of increased institutional shareholding in the company or the acquisition of other companies:
--to decide on a new share issue of class B shares, to decide on an issue of convertible debentures or debentures with subscription rights for new class B shares, with a maximum of 7,900,000 class B shares, entailing an increase of the registered share capital with a maximum of SEK 1,580,000. Complete utilization of the authorization will dilute the registered share capital by approx. 10 percent and the total number of votes by approx. 7 percent.
--A decision regarding a new share issue may provide for payment in cash, through capital contributed in kind or through set-off or otherwise be combined with conditions. This authorization shall not include the right to issue shares, debentures or subscription options to employees or members of the Board of Directors.
--The issue price when a directed cash issue is made must be set in close relation to the stock exchange price of the Company's class B shares on the Stockholm Exchange (Stockholmsborsen) less whatever discount may be required to attract the interest of potential subscribers.
14. Other matters
This notice is only a translation. The Swedish notice shall at all times have precedence
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