STOCKHOLM, Sweden, April 10, 2003 (PRIMEZONE) -- The Shareholders of IBS AB (publ) are hereby invited to the Annual General Meeting (AGM) to be held on May 12, 2003, at 6 p.m. (local time) at Sheraton Stockholm Hotel, Tegelbacken 6, Stocholm. 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.
A. Participation etc.
Shareholders who wish to participate in the AGM must give notice of their participation no later than 7 May, 2003, 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 email kerstin.sandberg@ibs.se. The notification must include name, address and number of shares held. Shareholders who wish to be represented through power of attorney should 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 (The Swedish Securities Register Centre) on Friday, 2 May, 2003, 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 (items 6 and 8) as well as the Board of Directors' complete proposal regarding items 9 and 13 will be made available at the Company's headquarters, Hemvarnsgatan 8, Solna, Sweden, from Monday, 28 April, 2003
B. Proposed Agenda for the AGM
B. I 1. Opening of the AGM
2. Election of Chairman for the meeting
3. Election of one or two persons to verify the minutes
4. Establishing whether the AGM has been duly convened
5. Presentation and approval of the Board of Directors' proposed
agenda
6. Presentation of the Annual Report, Auditor's Report and the
Consolidated Annual Report and the Auditor's report on the
Consolidated Annual Report
7. The Managing Director addresses the AGM
8. Resolutions in respect of:
a) the adoption of the income statement and the balance sheet
and the consolidated income statement and consolidated
balance sheet
b) the appropriation of the Company's earnings according to
the adopted balance sheet, whereby the Board suggests that
no dividend be paid for the financial year 2002. The
accumulated loss in the Parent Company amounts to SEK
-129,124,428. The Board of Directors proposes that this
loss is covered by utilization of the share premium reserve
to the amount of SEK 129,124,428. The Group's accumulated
loss amounts to SEK 112,235,000. 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.
9. Proposed change of the Articles of Association, # 6,first
paragraph, and # 8, last paragraph.
10. Determination of the number of Board Members and Deputy
Board Members
11. Determination of fees to the Board of Directors and the
Auditor
12. Election of Directors, prior to which the Chairman presents
the various assignments in other companies held by the
nominees.
13. Proposal regarding issue of a promissory note with detachable
warrants
14. Closing of the AGM
B. II The Board's proposal regarding change of the Articles
of Association (item 9 on the agenda)
The proposed changes are:
# 6: The Board of Directors is to consist of 3-8
members with a maximum of three Deputy Members
(instead of 3-7 members with a maximum of three
Deputy Members)
# 8: Deletion of the paragraph "Each shareholder is
entitled to vote at the AGM for the entire number of
shares held, or represented by power of attorney,
with no limitation in number whatsoever.", as this
text is now included in the Swedish Companies' Act.
B. III Election of Directors (item 12 on the agenda)
Prior to the AGM, the Chairman of the Board has, as
is customary, had a dialogue with the largest
shareholders of the Company regarding the nomination
of Board Members. The outcome of this dialogue showed
that Catella Holding, Catella Fonder, Sjatte AP-
fonden, Didner and Gerge Fonder, Robur Fonder, Gunnar
Rylander (including company holdings) and Staffan
Ahlberg (including family holdings) (= the Owner
Group), representing approximately 54.7 per cent of
the total number of votes in the Company, have agreed
to approve the following proposals..
Staffan Ahlberg (re-election)
Elisabet Annell (re-election)
Johan Bjorklund (re-election)
Kai Hammerich (re-election)
Lars V Kylberg (re-election)
Stig Nordfelt (re-election)
Gunnar Rylander (re-election)
Sigrun Hjelmquist (new member).
Sigrun Hjelmquist holds a Master's Degree in Applied
Physics. She is Partner and Investment Manager of
BrainHeart Capital. Sigrun Hjelmquist was a Board
Member of IBS during the period 1999-2001.
For a number of years, the Board has appointed a
Remuneration Committee and an Audit Committee, with
two Board Members in each committee.
Fees to the Board of Directors and Auditor (item 11
on the agenda)
The present fees to the Board of Directors amount 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 2003, the Owner Group
proposes an increase to SEK 900,000 in total, on the
grounds that the number of Board Members is increased
to eight persons. It is proposed that the individual
fees remain unchanged, i.e. SEK 100,000 to external
Board Members and 200,000 to the Chairman of the
Board. The remuneration to the auditor shall be paid
on the basis of statements of accounts, as before.
B. IV Proposal of an issue of a promissory note with
detachable warrants (item 15 on the agenda)
The Board proposes for AGM approval that IBS AB
(publ) should take a loan of a maximum SEK 10,000,
with deviation from the pre-emption rights of the
shareholders, by an issue of a promissory note with 4
(four) million detachable warrants, qualifying for
subscription of the same number of B-shares in the
Company. The issue of the promissory note with
detachable warrants should, with deviation from the
pre-emption rights of the shareholders, be directed
to the wholly-owned subsidiary under formation, IBS
Verksamhetsutveckling AB (the Subsidiary), with the
right and obligation of the Subsidiary to offer
senior management and key persons within the IBS
Group to acquire the warrants at market price. The
distribution of the warrants is to be decided upon by
the Board of Directors. The allotment of warrants to
the present employees of the Company is limited to
3,000,000 in total. The remaining warrants should be
kept by the Subsidiary and be offered to future
employees and key persons, in accordance with the
directives of the Board of Directors, at market
price.
The promissory note with detachable warrants is to be
issued at nominal value. The promissory note with
detachable warrants is to be signed and paid for on
15 May, 2003, at the latest. Subscription of shares
by conversion of warrants can be made during the
period 1 May, 2006 up to and including 31 May, 2006.
The warrants are to be transferable with pre-emption
if the employment is terminated. The promissory note
should bear no interest. The strike price for
subscription of new shares should correspond to the
amount of 175% of the weighted average share price
during the period 22 April, 2003, up to and including
8 May, 2003.
If the total number of warrants is converted into
shares, the share capital will increase by SEK
800,000, corresponding to a dilution of approximately
5 per cent of the equity and 3.7 per cent of the
votes. When taking onto account the outstanding
warrants in the current warrants program, the total
dilution effect would amount to approximately 11 per
cent of the equity, and approximately 8.3 per cent of
the votes. However, since the current warrants
program strike price is set at SEK 65 per share, the
Board of
Directors deems it unlikely that these warrants will
be used for subscription of new shares.
The motivation behind this proposal is to create
conditions for keeping and recruiting competent
staff, as well as to increase staff motivation. The
Board believes that the implementation of an
incentive program such as the one outlined above will
benefit the Group and to the Company shareholders.
A decision regarding the warrants program is valid on
condition that it is supported by at least nine
tenths of the given votes, as well as of the shares
represented at the AGM.
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http://www.waymaker.net/bitonline/2003/04/10/20030410BIT00430/wkr0002.pdf