Report from extraordinary general meeting in IBS AB (publ)

Report from extraordinary general meeting in IBS AB (publ)

At an extraordinary general meeting in IBS AB on January 15, 2009, the general
meeting resolved on the following which is summarized below.

Resolution on cancellation of synthetic call option program and that the
repurchased own shares shall no longer be held by the company as security for
the program

• The general meeting resolved to cancel the synthetic call option program
resolved on by the annual general meeting 2008. Furthermore the general meeting
resolved 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

• The general meeting resolved to implement two long term 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 two programs are jointly
referred to as the “Incentive Programs 2009/2015” below.
The board of directors has been of the opinion that 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 long term employee stock option programs resolved by the
general meeting 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.

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 covering members of the board of directors resolved by the general
meeting, 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. Grants of employee stock options are
conditional upon the employment is still subsisting. 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 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 total effect on the profit and loss statement due to Incentive Programs
2009/2015 will vary as a result of changes in the share price, grant of employee
stock options to employees, the size of the social security contributions as
well as the company's corporate tax rate. 

The costs shall be viewed in relation to the IBS group's total costs for
salaries, which amounted to approximately SEK 1.2 billion in 2007, including
social security contributions. The effects of the costs are partly a result of
accounting-related salary costs pursuant to IFRS 2 and partly a result of social
security contributions pursuant to UFR 7. 

Grants of the employee stock options entails accounting-related salary costs in
the form of social security contributions pursuant to generally accepted
accounting principles (IFRS). Employee stock options do not constitute
securities and cannot be pledged, transferred or disposed of in any way other
than through exercise. However, an estimated value of each employee stock option
can be calculated. The board of directors has estimated the value for each
employee stock options under the CEO Stock Option Program 2009/2015 to be SEK
1.46. The value for each employee stock option pursuant to the Employee Stock
Option Program 2009/2015 is estimated to be SEK 2.27. The estimates are based on
generally accepted valuation principles and using a share price for an IBS share
on 9 December 2008 of approximately SEK 6.65, without regard to lock-in effects
or transfer restrictions for the employee stock options. The total estimated
value of all the 8,860,208 employee stock options amounts to approximately SEK
18 million. The value corresponds to approximately 2.1 per cent of the company's
market capitalisation based on the abovementioned share price.

According to IFRS 2, salary costs attributable to the value of the granted
employee stock options at the grant date shall be distributed over the vesting
periods. Social security contributions will be accounted for as an expense
during the same vesting periods. During the vesting periods a provision is
gradually recognised for the social security contributions. The size of this
provision and thus the costs accounted for will be continually re-measured based
on the development of the value of the employee stock options. If the value of
employee stock options for accounting purposes would amount to the value stated
above, the total cost of the Incentive Programs 2009/2015, excluding social
security contributions, will on average amount to approximately SEK 4,5 million
per program, which for each program is recognised as expense over its two year
vesting period.
• The general meeting resolved to, in order to implement the above mentioned
employee stock option programs, and the employee stock option program covering
certain members of the board of directors resolved by the general meeting, with
deviation from the shareholders' preferential rights, 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 to a wholly-owned Swedish subsidiary (“the
Subsidiary”). Each warrant entitles the holder to acquire one series B share in
the company. The issues entail a total dilution effect of approximately 8.3 % of
the shares in the company.

• In order to fulfil the obligations under the above mentioned employee stock
option programs, the general meeting approved that the Subsidiary may, to a
third party, transfer or otherwise dispose of the issued warrants.

Resolutions 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

• The general meeting resolved to implement an employee stock option program
directed to those board members elected of a general meeting of shareholders
that are not employed by Deccan Value Advisors L.P. (the “Principal
Shareholder”) (“the Board Stock Option Program 2009/2015”). 

The Principal Shareholder has stated that 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. 

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. Grants
of employee stock options are conditional upon the assignment as board member is
still subsisting. 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 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 total effect on the profit and loss statement due to the Board Stock Option
Program 2009/2015 will vary as a result of changes in the share price, grant of
employee stock options to members of the board elected by the general meeting,
the size of the social security contributions as well as the company's tax rate.
The costs shall be viewed in relation to the IBS group's total salary costs,
which amounted to approximately SEK 1.2 billion in 2007, including social
security contributions. The effects on the costs are partly a result of
accounting related salary costs pursuant to IFRS 2 and partly a result of social
security contributions pursuant to UFR 7.
Grant of employee stock options result in accounting related salary costs and
costs in the form of social security contributions pursuant to generally
accepted accounting principles (IFRS). Employee stock options do not constitute
securities and cannot be pledged, transferred or disposed of in any way other
than through exercise. However, an estimated value of employee stock options can
be calculated. The Principal Shareholder has estimated the value of each
employee stock option under the Board Stock Option Program 2009/2015 at SEK
2.27. The estimates are based on generally accepted valuation principles and by
using a share price for the IBS share on 9 December 2008 of SEK 6.65,
disregarding lock-in effects or transfer restrictions for the employee stock
options. The total estimated value of all 2,531,488 employee stock options is
approximately SEK 5.7 million. The value corresponds to approximately 0.7 per
cent of IBS's market value based on the above share price.

According to IFRS 2, the salary costs attributable to the value of the granted
employee stock options at the grant date shall be distributed over the vesting
period. Social security contributions will be accounted for as expense during
the same vesting periods. During the vesting period a provision is gradually
recognised for the social security contributions. The size of this provision and
thus the costs accounted for will be continually re-measured based on the
development of the value of the employee stock options. If the value of employee
stock options for accounting purposes would amount to the value stated above,
the total cost of the Board Stock Option Program 2009/2015, excluding social
security contributions, will amount to an average of approximately SEK 1.4
million per program, which for each program is recognised as expense over its
two year vesting period.
Since the 2,531,488 employee stock options, which can be issued under the Board
Stock Option Program 2009/2015, are included in the maximum threshold specified
in the proposal by the company's board or directors for the Incentive Programs
2009/2015, the total cost of the Incentive Programs 2009/2015 proposed by the
board of directors and the Board Stock Option Program 2009/2015 will not exceed
the total cost specified in the board of directors' proposal on the Incentive
Programs 2009/2015.

• The general meeting resolved to that not more than 3,291,000 of the warrants
that the general meeting resolved to be issued to the Subsidiary in order to
secure the Employee Stock option program 2009/2015 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 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 above.

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