Notice of Extraordinary General Meeting of IBS AB The shareholders of IBS AB (publ) are hereby invited to attend an Extraordinary General Meeting to be held on Tuesday May 20, 2008 at 3 p.m. at the offices of Advokatfirman Delphi, Regeringsgatan 30 - 32, Stockholm. Registration starts at 2.15 p.m. A. PARTICIPATION Shareholders intending to participate in the Extraordinary General Meeting must give notice of their intention no later than Wednesday May 14, 2008 at 12.00 noon. Such notification may be made in writing to IBS AB, Attn: Extra bolagsstämma, P.O. Box 1350, SE-171 26 Solna, Sweden, by telephone to +46 (0)8-627 45 10, fax to +46 (0)8-29 16 60, email to xbolagsstamma@ibs.net or via the company's web site www.ibs.net. The notification must include name, personal/corporate identity number, address and number of registered shares held. It must also include the number of advisors, if any, that the shareholder intends to be accompanied by at the Meeting. If participation will be based on power of attorney, the related documentation must be submitted at the same time as the notification. The form to be used for power of attorney documentation can be downloaded from the company's web site (www.ibs.net). Those representing a legal entity must present a copy of the certificate of incorporation or a similar document showing the authorized signatories. Shareholders who have notified their intention to attend and are registered in the share register kept by VPC AB (the Swedish Securities Register Center) on Wednesday May 14, 2008 are entitled to participate in the Annual General Meeting. In order to participate in the Annual General Meeting, shareholders who have shares registered in the name of a trustee must register their shares in their own name with VPC by Wednesday May 14, 2008. 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 utilize a shareholders' deposit account in a bank, and/or who trade via the Internet. The Board's complete proposals for resolutions concerning items 7 and 8 will be available at the company's Head Office, Hemvärnsgatan 8, Solna as of Tuesday May 6, 2008 and will from the same time be available on the Company's website, www.ibs.net. The total number of shares in the company is 83,608,030, whereof 3,150,000 shares of series A and 80,458,030 shares of series B. The total number of votes in the company is 111,958,030. B. PROPOSED AGENDA FOR THE MEETING 1. Opening of the Meeting 2. Election of Chairman of the Meeting 3. Election of two persons to verify the minutes 4. Preparation and approval of the voting list 5. Determination of whether the Meeting has been duly convened 6. Approval of the proposed agenda 7. Rights issue 8. Authorization for the Board to issue new shares 9. Closing of the Meeting. C. ITEMS FOR RESOLUTION Rights Issue (item 7 on the agenda) The board unanimously proposes that the Meeting resolve to increase the company's share capital by not more than SEK 8,360,803 by an issue of not more than 1,575,000 class A shares and 40,229,015 class B shares. The shareholders shall be entitled to subscribe for new shares with preferential rights, whereby two class A shares shall entitle to subscription for one new class A share and two class B shares shall entitle to subscription for one new class B share (primary preferential rights). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (secondary preferential rights). Any remaining shares shall be allocated to the underwriters of the issue, Deccan Value Advisors Fund L.P., A/D Value Fund L.P., Y/D Value Fund L.P. and Deccan Value Advisors Fund Ltd (“Deccan”) (or any other entity controlled by Deccan). The record day for participation in the issue shall be June 5, 2008. Subscription for shares shall be made during the period 10 - 27 June 2008. The subscription price shall be SEK 9.50 per share. Authorization for the Board to issue new shares (item 8 on the agenda) The Board unanimously proposes that the Meeting authorizes the Board, with deviation from the shareholders' preferential rights, to issue new class B shares as payment of commission for guarantees issued by the underwriters in the proposed rights issue. Payment for shares shall be possible through set-off. The authorisation shall be valid until the next Annual General Meeting of the company. The number of shares that shall be possible to issue through the authorization shall be a number of shares calculated as the total commission to be paid to the underwriters (which is calculated as an amount equal to three per cent of the amounts guaranteed by the underwriters plus interest thereon based on 3 months STIBOR), divided by the volume-weighted average price of the company's class B share ten trading days immediately prior to the Board's resolution to issue the shares. The subscription price for the shares shall be equivalent to the just mentioned average share price. The purpose of the authorization and the reason for deviation from the shareholders' preferential rights is that the company shall have the possibility to pay the commission for guarantees issued by the underwriters in own shares. The basis for the subscription price is that the subscription price shall correspond to the market value of the company's class B shares. Stockholm, May 2008 THE BOARD OF DIRECTORS For more information, please contact: Oskar Ahlberg, Investor Relations Director, IBS AB Tel : +46-70-244 24 75 oskar.ahlberg@ibs.net IBS (OMX Nordic Exchange STO: IBS) is a leading provider of specialized business systems for specific industries such as publishing and book distribution, pharmaceutical distribution, electronics, paper, food and the automotive industry. IBS focuses on large and mid-sized companies within supply chain management, demand-driven manufacturing, customer administration and financial control. For further information, visit www.ibs.net
Notice of Extraordinary General Meeting of IBS AB
| Source: IBS AB