Notice to the Annual General Meeting of IBS AB (pulb) N.B. -- New Date


STOCKHOLM, Sweden, May 8, 2003 (PRIMEZONE) -- IBS AB (publ) -- Please Note: NEW DATE! (This replaces the invitation you may have received earlier).

The Shareholders of IBS AB (publ) are hereby invited to the Annual General Meeting (AGM) to be held on 12 June, 2003, at 6 p.m. (local time) at Naringslivets Hus, Storgatan 19, Stockholm. (Please Note: New date and new venue.) 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!

The date for the AGM has been changed, since a mistake has been made by the independent supplier contracted by IBS to distribute the invitation to IBS' AGM. This has been published in one of Sweden's largest national newspapers and on IBS' corporate homepage. Due to an error made by the contracted supplier, however, the personal invitation has not reached all shareholders within the stipulated period of time. To ensure all shareholders the same conditions of participation in the AGM, IBS' Board of Directors has therefore decided to move the AGM to 12 June 2003, at 6 p.m. We regret any inconvenience caused by this change.

A. Participation etc.

Shareholders who wish to participate in the AGM must give notice of their participation no later than 10 June, 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 authorisation 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 Monday, 2 June, 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 7 and 9) as well as the Board of Directors' complete proposal regarding items 10 and 14 will be made available at the Company's headquarters, Hemvarnsgatan 8, Solna, Sweden, from Monday, 28 May, 2003

B. Items to be handled at the AGM



 B. I       Proposed Agenda

   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)   appropriation of the Company's earnings according to the
         adopted balance sheet, whereby the Board suggests that
         no dividend will 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 utilisation 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.
   10.  Proposed change of the Articles of Association, # 6, first
        section, # 7 and # 8, last section.
   11.  Determination of the number of Board Members and Deputy
        Board Members
   12.  Determination of fees to the Board of Directors and the
        Auditor
   13.  Election of Directors, prior to which the Chairman presents
        the various assignments in other companies held by the
        nominees.
   14.  Proposal regarding issue of a promissory note with detachable
        warrants
   15.  Closing of the AGM


 B. II     The Board's proposal regarding change of the Articles of
          Association (item 10 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").
 
  # 7 "The Invitation to the AGM is to be announced in the form
    of advertisements in the Swedish papers "Post- och Inrikes
    Tidningar" and "Svenska Dagbladet" or another national daily
    newspaper. Other information to the shareholders is to be
    distributed by post. Shareholders wishing to participate in the
    AGM should be listed in the Shareholders' Register as compiled
    ten days before the AGM, and also give notice of participation
    to the Company by 12 noon on the day specified in the Notice.
    That day must not be a Sunday, Bank Holiday, Saturday,
    Midsummer Night's Eve, Christmas Eve or New Year's Eve and must
    not fall earlier than on the fifth weekday prior to the AGM."
    (instead of "The Notice of the AGM is to be announced in the
    form of advertisements in the Swedish papers "Post- och Inrikes
    Tidningar" and "Dagens Nyheter" or any other national daily
    newspaper, as well as distributed by post. Other information to
    the shareholders is to be distributed by post. Shareholders
    wishing to participate in the AGM should be listed in the
    Shareholders' Register as compiled ten days before the AGM, and
    also give notice of participation to the Company by 12 noon on
    the day specified in the Notice. That day must not be a Sunday,
    Bank Holiday, Saturday, Midsummer Night's Eve, Christmas Eve or
    New Year's Eve and must not fall earlier than on the fifth day
    prior to the AGM".)

  # 8: Deletion of the section "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 13 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
  proposal:

     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 12 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 external Board
    Members is increased from six to eight persons. It is proposed
    ,thus, 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 14 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
     preferential 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 preferential 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 16 June, 2003, at the latest.
     Subscription of shares by virtue 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 into 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.

This information was brought to you by Waymaker http://www.waymaker.net

The following files are available for download:

http://www.waymaker.net/bitonline/2003/05/08/20030508BIT00470/wkr0001.doc

http://www.waymaker.net/bitonline/2003/05/08/20030508BIT00470/wkr0002.pdf


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