Annual General Meeting of IBS AB (publ)


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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The following files are available for download:

http://www.waymaker.net/bitonline/2003/04/10/20030410BIT00430/wkr0001.doc

http://www.waymaker.net/bitonline/2003/04/10/20030410BIT00430/wkr0002.pdf