Notice of Annual General Meeting of IBS AB

Notice of Annual General Meeting of IBS AB

The shareholders of IBS AB (publ) are hereby invited to the Annual General
Meeting to be held on Wednesday May 9, 2007 at 6 p.m. at Moderna Museet,
Skeppsholmen, Stockholm. Registration starts at 5:15 p.m. After the meeting, a
light meal will be served.

A. PARTICIPATION 

Shareholders intending to participate in the Annual General Meeting must give
notice of their intention no later than Thursday May 3, 2007 at 12.00 noon.

Such notification may be made in writing to IBS AB, Attn: Årsstämma, 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, e-mail to arsstamma@ibs.net or via the company's www.ibs.se web
site. 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.se). 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
Thursday May 3, 2007 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 Thursday May 3, 2007. 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. 

Financial accounts and audit reports (Item 7) as well as the Board's complete
proposals for resolutions concerning Items 15 and 16 will be available at the
company's Head Office, Hemvärnsgatan 8, Solna as of Wednesday April 25, 2007.
Documents will also be available for access on the company's website
(www.ibs.se) as well as at the venue of the Annual General Meeting. 

B. PROPOSED AGENDA FOR THE ANNUAL GENERAL 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 Annual General Meeting has been duly convened
6. Approval of the 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 President's address
9. Resolutions in respect of: 

a) adoption of the Income Statement and Balance Sheet and the Consolidated
Income Statement and Consolidated Balance Sheet.
b) appropriation of the company's earnings in accordance with the adopted
Balance Sheet.
c) discharge from liability for the members of the Board of Directors and the
President.
10. Account of the work performed by the Nomination Committee, and its proposals

11. Resolution of the number of Board Members. 

12. Determination of Board and Auditor fees 

13. Election of Members of the Board and Chairman of the Board

14. Resolution on the Nomination Committee 

15. Resolution on guidelines for remuneration of senior executives 

16. The Board of Directors' proposal for repurchase of shares 

17. Closing of the Annual General Meeting. 

C. ITEMS FOR RESOLUTION

Chairman of the Annual General Meeting (Item 2 on the agenda) 
The Board of Directors proposes that attorney-at-law Claes Beyer be elected
Chairman of the meeting. 

Motion of the Board or Directors regarding appropriation of the Company's
earnings (Item 9b on the agenda) 
The Board of Directors and the President propose that no dividend by paid for
the 2006 fiscal year and that the earnings totaling SEK 513,272,339 be carried
forward. 

Nomination Committee's proposals (Items 10 - 14 on the agenda)
In accordance with a resolution by IBS' 2006 Annual General Meeting, a
Nomination Committee has been formed comprising the Chairman of the Board and
representatives of the four largest shareholders on September 30, 2006. The
resolution by the Meeting stipulated that significant ownership changes that
occurred during the fourth quarter should be taken into account. In view of the
major ownership changes that occurred in December, George Ho, of Deccan Value
Advisors, has replaced Naveen Jeereddi, of Tala Investments. 

Accordingly, the Nomination Committee comprises Henrik Jonsson, Catella
Investments (chairman), Måns Larsson, Silver Point Capital, Henrik Strömbom,
Case Asset Management, George Ho, Deccan Value Advisors and Lars Nyberg,
Chairman of the Board of IBS AB. The Nomination Committee proposes the
following.

Resolution regarding number of members of the Board of Directors (Item 11 on the
agenda). 
The Nomination Committee proposes six Board members and no deputy members. 

Director fees/audit fees (Item 12 on the agenda) 
The Nomination Committee proposes the following director fees: SEK 600,000 to
the Chairman of the Board, SEK 200,000 to each Board member who is dependent in
relation to the company and SEK 250,000 to each Board members who is independent
in relation to the company. Dr. Pallab Chatterjee is to be paid an additional
SEK 150,000 as travel-time compensation, since he is based in Dallas, Texas,
USA. Finally, supplementary fees amounting to at most SEK 300,000 will be
distributed to the members of the Board of Directors appointed to committees
according to the Board's decisions. Accordingly, total director fees will amount
to not more than SEK 2,200,000. 

It is proposed, as previously, that the fees paid to the auditors be based on
separate invoices. 

Election of the Board of Directors (Item 13 on the agenda) 
The Nomination Committee proposes election of members of the Board of Directors
as follows: 

Lars Nyberg (re-election)
Johan Björklund (re-election)
Vinit Bodas (election)
Jan Jacobsen (election)
Gunnel Duveblad (election)
Pallab Chatterjee (election)

Brief description of the proposed members:

Lars Nyberg, Chairman of the Board of Micronic and Datacard Inc., Member of the
Board of Snap-On Tools Inc. and Autoliv Inc. Chairman and Chief Executive
Officer, NCR 1995-2003, subsequently Chairman until 2005. Various executive
positions within Philips Electronics 1974-1995.

Johan Björklund, Member of the Board of such companies as the Sagentia Group AG.
President of Catella AB.

Vinit Bodas, Chief Investment Officer of Deccan Value Advisors. Previously,
partner in Brandes Investment Partners, San Diego, USA. 

Jan Jacobsen, consultant and Member of the Board of Case Investment AB, RAM ONE
AB and Teknik Magasinet Holding Nordic AB. Also Chairman of the Board of the
Swedish Basketball Association (Svensk Basket). Previous professional experience
includes more than 30 years within H&M Hennes & Mauritz AB, where his positions
included Chief Financial Officer from 1982 to 2001. 

Gunnel Duveblad, Member of the Board of Nordea Bank AB (publ), Lekolar AB and
W-Fun AB. She has experience as President of EDS Northern Europe and 25 years of
experience from IBM, including several executive positions. 

Dr. Pallab Chatterjee, Executive Vice President, Solutions Officer and Chief
Delivery Officer at i2 Technologies. Previously, he held several executive
positions at Texas Instruments, including the role of Senior Vice President of
Research and Development and Chief Technology Officer.

The Nomination Committee proposes re-election of Lars Nyberg as Chairman of the
Board. 

It is noted that KPMG Bohlin AB, with auditor-in-charge Anders Malmeby, were
elected as the audit company at the 2004 Annual General Meeting for the period
until the closing of the 2008 Annual General Meeting. 




Resolution on Nomination Committee (Item 14 on the agenda) 
The Nomination Committee proposes that the Annual General Meeting resolve on the
following procedure for the appointment of a Nomination Committee ahead of the
next Annual General Meeting.

It is proposed that the Nomination Committee shall consist of the Chairman of
the Board plus one representative for each of the four largest shareholders. As
soon as possible after the close of September, the Chairman of the Board will
contact the company's four largest shareholders, each of whom will be entitled
to appoint a member of the Nomination Committee. If any of the four largest
shareholders declines the right to appoint a member of the Nomination Committee,
the next largest shareholder in turn will be given an opportunity to appoint a
member of the Nomination Committee. If several shareholders decline, no more
than the eight largest shareholders need be consulted, as required to ensure
that the Nomination Committee consists of at least four members (including the
Chairman of the Board). If the ownership structure should change as of the end
of the fourth quarter, the composition of the Nomination Committee must, if
possible, be adapted to reflect the new ownership structure. Subsequent changes
in ownership shall not occasion any change in the composition of the Nomination
Committee. Shareholders who have appointed a member of the Nomination Committee
have the right to discharge such a member and appoint a new member of the
Nomination Committee. In the event that a member representing a shareholder
leaves the Nomination Committee and the shareholder does not appoint a new
member, the next largest shareholder will be given an opportunity to appoint a
member of the Nomination Committee in the manner described above. 

The Nomination Committee's chairman shall be elected by and from among the
committee members, but may not be the Chairman of the Board. The Nomination
Committee shall serve until such time as a new Nomination Committee is
appointed. The Code of Corporate Governance shall constitute the guidelines for
the Nomination Committee's work. 

Information regarding the composition of the Nomination Committee (including the
names of the members and the shareholders that they represent) shall be
announced as soon as the Nomination Committee is appointed. Changes in the
composition of the Nomination Committee shall be announced as soon as such
changes occur.

The Nomination Committee is assigned to prepare and present proposals regarding
Chairman of the Board, Members of the Board and auditors to the 2008 Annual
General Meeting. The Nomination Committee is also assigned to propose the fees
to be paid to the Chairman of the Board, Members of the Board and auditors, and
to submit proposals regarding the process for appointing a new Nomination
Committee.

Approval of the Board of Directors' motion concerning guidelines for the
remuneration of senior executives (Item 15 on the agenda)
The Board's motion concerning guidelines for the remuneration of senior
executives is intended to ensure that, from a global perspective, IBS is able to
offer market-based and competitive remuneration that is sufficient to attract
and retain skilled employees to IBS' Group management. 

All senior executives receive remuneration in accordance with the following
principle: fixed salary, target-related salary and maximum salary. These various
increments are intended to create a well-balanced remuneration and benefits
program that reflects the skills, experience and performance of the individuals
concerned.

The fixed salary, which is individual and differentiated, is revised annually.

Total remuneration shall comprise the following increments: (i) fixed basic
salary; (ii) variable salary; (iii) pension benefits; (iv) other benefits; and
(v) severance terms. The variable salary shall be paid in accordance with the
attainment of earnings-related targets for the company as a whole and with
earnings-related targets for the individual employee or unit. The variable
salary shall not exceed 70 percent of fixed basic salary.

The Board shall be entitled to disregard the guidelines resolved by the Annual
General Meeting if there are special reasons for doing so in individual cases.

The circle of executives covered by the motion comprises the President and Chief
Executive Officer and other members of Group management.

Board of Directors' motion concerning the repurchase of shares (Item 16 on the
agenda) 
The Board of Directors proposes that the Annual General Meeting grant
authorization for the Board of Directors on one or more occasions during the
period until the next Annual General Meeting to decide on the acquisition of the
company's own shares. This authorization applies to series B shares. Such shares
shall be acquired on the Stockholm Stock Exchange within the band of the highest
quoted bid price and the lowest quoted asked price at any given time. The
authorization is subject to the restriction that the company's holding of
treasury shares may not at any given time exceed 10 percent of all shares in the
company. The objective of this authorization is in part to allow the Board of
Directors to adjust the capital structure, thereby creating added value for the
company's shareholders. 

The Board of Directors also proposes that the Annual General Meeting grant
authorization to the Board of Directors on one or more occasions during the
period until the next Annual General Meeting to divest treasury shares in a
manner other than via the Stockholm Stock Exchange, as payment for or financing
of company acquisitions, including the right for the Board of Directors to
disapply preferential shareholder rights. Payment for treasury shares shall be
possible with means other than cash, such as a contribution in kind, offsetting
of a claim or subject to other terms. The authorization may include all or a
portion of the treasury shares held by the company at any given time. The
objective of this authorization is to be able to cost-effectively finance
possible company acquisitions, which is also the reason for disapplying the
shareholders' preferential rights. 

To be valid, the Annual General Meeting's resolution according to this Item must
be supported by shareholders representing at least 2/3 of both the votes cast
and the shares represented at the Meeting. 

Stockholm, April 2007
THE BOARD OF DIRECTORS 




IBS AB, (XSSE: IBS B) is a world leading provider of supply chain management
solutions for distribution, demand-driven manufacturing, financials and business
intelligence with group revenue of EUR 255 m. IBS' primary focus is large and
mid-sized distributors as well as sales and manufacturing companies in
international groups. http://www.ibs.net