Extraordinary General Meeting in IBS AB (publ)

Extraordinary General Meeting in IBS AB (publ)

The shareholders of IBS AB are hereby invited to attend the Extraordinary
General Meeting to be held at 5 p.m. (CET) on 15 January 2009, at the premises
of Mannheimer Swartling Advokatbyrå, Norrlandsgatan 21 in Stockholm.
Registration starts at 4.30 p.m.

A.	NOTICE OF ATTENDANCE
Shareholders who wish to attend the General Meeting must notify IBS of their
intention to participate by 12.00 on Friday 9 January 2009 at the latest. 

Notice can be made in writing at the address: IBS AB, Att: Extra bolagsstämma,
P.O. Box 1350, 171 26 Solna, by telephone +46 8 627 23 00, fax +46 8 29 16 60,
by e-mail xbolagsstamma@ibs.net or via IBS website www.ibs.net. When giving
notice of attendance, the shareholder shall state name, personal identity number
or equivalent (corporate identity number), address, telephone number, and
shareholdings. The notice shall also include any assistant to the shareholder.
If a shareholder is represented by proxy, such proxy shall be submitted together
with the notification of attendance. A proxy form will be available on the
Company's website, www.ibs.net. Representative of a legal entity shall submit a
copy of certificate of registration or other documents of authorization showing
authorized signatory. 
Entitled to participate in the general meeting are shareholders recorded in the
share register maintained by the Swedish Central Securities Depository (“VPC”),
as of Friday 9 January 2009. In order to participate in the proceedings of the
general meeting, owners with nominee registered shares must request their bank
or broker to have their shares owner-registered with VPC as of Friday 9 January
2009. Such owner-registration, which may be made temporarily, should therefore
be requested in due time before the said date. Note that this apply also to
shareholders that utilises a bank's shareholders deposit service and/or trade on
the Internet.
As per the record day of the extraordinary general meeting, the total number of
shares in IBS is 126,574,374, whereof 4,725,000 shares of class A and
121,849,374 of class B. The total number of votes in the Company amounts to
169,099,374.

B. 	AGENDA
Proposal for agenda
1.	Opening of the Meeting 
2.	Election of Chairman of the Meeting
3.	Election of two persons to approve the minutes
4.	Drawing up and approval of the voting list
5.	Determination of compliance with the rules of convocation
6.	Approval of the agenda
7.	Resolution on cancellation of synthetic call option program resolved by the
annual general meeting 2008 and that the repurchased own shares shall no longer
be held by the Company as security for the program 
8.	Resolution on (i) implementation of two long term employee stock option
programs, one directed to the CEO and one directed to certain senior executives
and key employees, (ii) directed issue of warrants to secure the programs and
(iii) transfer of warrants for the fulfilment of the obligations under the
programs 
9.	Resolution on (i) implementation of a long term employee stock option program
directed to the board of directors and (ii) measures in order to secure the
program 
10.	Closing of the Meeting

PROPOSALS FOR DECISION

Election of Chairman of the Meeting (item 2)
Mattias Anjou, member of the Swedish Bar Association, is proposed to be elected
as chairman of the general meeting. 

Resolution on cancellation of synthetic call option program resolved by the
annual general meeting 2008 and that the repurchased own shares shall no longer
be held by the Company as security for the program (item 7)

The board of directors proposes - based on the fact that the board considers
that the previously resolved synthetic call option program, which has not yet
led to any allocation of options, does not provide an incentive strong enough to
motivate the Company's management and key employees to the extraordinary efforts
required to successfully implement the change process that is currently ongoing
within the Company in order to strengthen the Company's competitiveness - that
the general meeting resolves to cancel the synthetic call option program
resolved on by the annual general meeting 2008 and that the repurchased own
shares shall no longer be held by the Company as security for the program and,
hence, that the Company may dispose of these own shares for other purposes as
resolved by a general meeting.
Resolutions on (i) implementation of two long term employee stock option
programs, one directed to the CEO and one directed to certain senior executives
and key employees, (ii) directed issue of warrants to secure the programs and
(iii) transfer of warrants for the fulfilment of the obligations under the
programs (item 8 (i)-(iii))

(i) Implementation of two long term employee stock option programs, one directed
to the CEO and one directed to certain senior executives and key employees

To be able to successfully carry out the currently ongoing changes in the
Company in order to i.a. strengthen the Company's competitiveness, substantial
efforts and a great engagement will be required by the management of the Company
and key employees. The board of directors considers that long term share-related
incentive programs in general and the below proposed long term employee stock
option programs in particular entails an increased commitment by and increased
motivation for the participants and in addition hereto entail a stronger
connection between these persons and the IBS group, which is considered to be to
the benefit of both the Company and its shareholders and thus result in an
increased shareholder value.
Based on the above, the board of directors proposes that the general meeting
resolves to implement two employee stock option programs, one program covering
the CEO of the Company (“CEO Stock Option Program 2009/2015”) and one program
covering certain senior executives and key employees (“Employee Stock Option
Program 2009/2015”). The CEO Stock Option Program 2009/2015 will comprise of a
maximum of 2,531,488 employee stock options and Employee Stock Option Program
2009/2015 will comprise of a maximum of 6,328,720 employee stock options or the
lower number of employee stock options that may be granted after reduction of
the number of employee stock options that are granted to members of the board of
directors according to the program related to item 9 below, i.e. not more than
8,860,208 employee stock options (should no options be granted to the members of
the board of directors) or not more than 6,828,720 employee stock options
(should the maximum number of options be granted to the members of the board of
directors). Each employee stock option entitles to the acquisition of one series
B share in the Company. The employee stock options are granted free of charge at
four occasions during the period 2009-2012 and may be exercised for acquisition
of shares after a vesting period of two years counted from the respective
granting dates. It shall be possible to grant a maximum of 25 % annually of the
total number of options under the CEO Stock Option Program 2009/2015 and a
maximum of 200,000 employee stock options annually per participant during the
period 2009-2012 under the Employee Stock Option Program 2009/2015. The right to
exercise granted employee stock options will normally be conditional upon a
continuing employment during the vesting period. The strike price for each
employee stock option under the CEO Stock Option Program 2009/2015 is SEK 9.64.
The strike price for each employee stock option under the Employee Stock Option
Program 2009/2015 shall correspond to the market price of the IBS share at the
respective grant date. The conditions for the employee stock options will
contain customary terms on re-calculation, regulation on accelerated vesting and
shortened term for the employee stock options in case of a change of control of
IBS or a delisting of the IBS-share. The board of directors shall, within the
above described terms and guidelines, be responsible for the further preparation
and handling of the programs and may in extraordinary situations limit the scope
of the programs or cancel the programs in advance, in whole or in part.

(ii) Directed issue of warrants to secure the programs

In order to implement the above mentioned employee stock option programs, and
the below by Deccan Value Advisors L.P. (the “Principal Shareholder”) proposed
employee stock option program covering certain members of the board of
directors, in an efficient and flexible manner, the board of directors further
proposes that the general meeting, with deviation from the shareholders'
preferential rights, resolves to issue a maximum of 11,518,500 warrants, divided
into five separate series of warrants (Series 2009/2016:I, Series 2009:2013,
Series 2009:2014, Series 2009:2015 and Series 2009:2016:II) of which not more
than 2,658,292 warrants may be used for covering certain costs related to the
programs, primarily social security charges. The warrants are issued free of
charge by the wholly-owned Swedish subsidiary IBS Verksamhetsutveckling AB,
registration number 556640-9862, (“the Subsidiary”). Each warrant entitles the
holder to acquire one series B share in the Company. The detailed terms and
conditions for the warrants correspond in all material aspects to the terms and
conditions for granted employee stock options and are set forth in the board of
directors' complete proposals for resolutions. The issues entail a total
dilution effect of approximately 8.3 % of the shares in the Company.
The reason for the deviation from the shareholders' preferential rights is that
the issuances of warrants is part of the process of securing the fulfilment of
the obligations that may follow under the employee stock option programs
proposed to be implemented by the general meeting. 

(iii) Transfer of warrants for the fulfilment of the obligations under the
programs

In order to fulfil the obligations under the above mentioned employee stock
option programs, the board of directors finally proposes that the general
meeting approve that the Subsidiary may, to a third party, transfer or otherwise
dispose of the warrants that are issued in accordance with section (ii) above.
Resolution on (i) implementation of a long term employee stock option program
directed to members of the board of directors and (ii) measures in order to
secure the program (Item 9 (i)-(ii))

(i) Implementation of one long term employee stock option program directed to
members of the board of directors

Substantial efforts and a great engagement will not only be required by the
management of the Company and key employees but also by the members of the
Company's board of directors to be able to successfully carry on the above
mentioned currently ongoing changes in the Company. Given that the management
and the board of directors have a common interest to strengthen the Company's
competitiveness, the Principal Shareholder considers that it would be
appropriate that also members of the Company's board of directors elected of a
general meeting of shareholders, excluding board members employed by the
Principal Shareholder, are offered the opportunity to participate in an employee
stock option program that entails a greater owner engagement. The Principal
Shareholder is convinced that a long term share-based incentive program that
gives the above mentioned members of the board of directors this opportunity not
only entails an increased commitment but also helps the Company to recruit and
retain qualified board members.  

Based on the above, the Company's Principal Shareholder proposes that the
general meeting resolves to implement an employee stock option program directed
to those board members elected of a general meeting of shareholders that are not
employed by the Principal Shareholder, currently being five persons (“the Board
Stock Option Program 2009/2015”). Board Stock Option Program 2009/2015 comprises
a maximum of 2,531,488 employee stock options that each entitles to the
acquisition of one series B share in the Company. The employee stock options are
granted free of charge at four occasions during the period 2009-2012 and may be
exercised for acquisition of shares after a vesting period of two years counted
from the respective granting dates. It shall be possible to grant a maximum of
300,000 employee stock options annually per participant during the period
2009-2012. The right to exercise granted employee stock options will normally be
conditional upon a continuing assignment as a board member during the vesting
period. The strike price for each employee stock option under the Board Stock
Option Program 2009/2015 shall, in accordance with the Employee Stock Option
Program 2009/2015 covering certain senior executives and key employees,
correspond to the market price of the IBS share at the respective grant date.
The conditions for the employee stock options will contain customary terms on
re-calculation, regulation on accelerated vesting and shortened term for the
employee stock options in case of a change of control of IBS or a delisting of
the IBS-share. The Principal Shareholder shall, within the above described terms
and guidelines, be responsible for the further preparation and handling of the
program and may in extraordinary situations limit the scope of the program or
cancel the program in advance, in whole or in part.

(ii) Measures in order to secure this program

The Principal Shareholder further proposes that not more than 3,291,000 of the
warrants that the board of directors proposes to be issued to the Subsidiary in
order to secure the Employee Stock option program 2009/2015 stated in item 8
above, of which 822,750 warrants of each of the board of directors' proposed
four series of warrants (Series 2009:2013, Series 2009:2014, Series 2009:2015
and Series 2009:2016:II), shall be disposable for securing the Company's
obligations under the Board Stock Option Program 2009/2015 and that the
Subsidiary shall thus be entitled to transfer to a third party or otherwise
dispose of these warrants for the fulfilment of the obligations also under the
Board Stock Option Program 2009/2015. Should all the above mentioned warrants
not be required to secure the Company's obligations under the Board Stock Option
program 2009/2015, the remaining warrants may be used for securing the Employee
Stock Option Program 2009/2015 stated in item 8 above. The dilution effect of
the Board Stock Option Program 2009/2015 is included in the total dilution
effect of approximately 8.3 % of the shares in the Company described in item 8
(ii) above.

Majority requirements, conditions etc. 

The board of director's proposal for resolution according to item 7 above must
be supported by shareholders representing at least two thirds of the votes cast
as well as of the shares represented at the meeting.
The board of director's proposal for resolutions according to item 8 above
should be considered as a “package”, since the various proposals are dependent
of and strongly linked to each other. In view of this, it is suggested that the
shareholders' meeting pass only one resolution based on the above proposals,
observing the majority rules stated in chapter 16 section 8 of the Companies
Act, meaning that the resolution has to be supported by shareholders
representing at least nine tenths of the votes cast as well as of the shares
represented at the meeting.

Also the Principal Shareholder's proposal for resolutions according to item 9
above should be considered as a “package”, since the two proposals are dependent
of and strongly linked to each other. In the light of this, and given that the
resolutions on the employee stock option programs with respect to item 8 has to
be supported by shareholders representing at least nine tenths of the votes cast
as well as of the shares represented at the meeting, the Principal Shareholder
proposes that the general meeting resolves with a corresponding majority on the
Board Stock Option Program 2009/2015. 

The Principal Shareholder's proposal for resolution on Board Stock Option
Program 2009/2015 is conditional upon the general meeting first resolving on the
securing measures relating to the employee stock option programs stated in item
8 above, as the Principal Shareholder considers that that these programs and the
Board Stock Option Program 2009/2015 should not be implemented independently of
each other. 

Shareholders representing approximately 71 % of the share capital and
approximately 78 % of the votes have informed the Company that they support the
proposals with respect to items 7-9 above. 

C. 	AVAILABLE DOCUMENTS
The complete proposals by the board of directors with respect to items 7-9 above
and documentation pursuant to Chapter 14 Clause 8 of the Companies Act will be
available for the shareholders at the Company and on the Company's website
www.ibs.net as from Wednesday 31 December 2008. A copy thereof will be sent to
the shareholders who so request and inform of their postal address. Copies will
also be available at the general meeting. 

Stockholm in December 2009

The board of directors

IBS AB (publ)


For more information, please contact:

Oskar Ahlberg, Senior Vice President of Communications, IBS AB
Tel: +46-70-244 24 75
oskar.ahlberg@ibs.net




IBS in brief
With over 30 years of experience, IBS is a leading provider of distribution
management solutions. IBS focuses on industries such as automotive, electrical
components, paper & packaging and pharmaceutical distribution. More than 5,000
customers across some 40 countries use IBS software to gain fast and measurable
returns on IT investments.

IBS B share is listed on OMX Nordic Exchange Stockholm. For more information,
please visit www.ibs.net