Notice of Annual General Meeting of IBS AB

Notice of Annual General Meeting of IBS AB

The shareholders of IBS AB are hereby invited to the annual general meeting to
be held on Thursday 7 May 2009 at 3.00 p.m. (CET), at the Nordic Sea Hotel,
Vasaplan 4 in Stockholm. Registration and entering start at 2.15 p.m.

RIGHT TO PARTICIPATE AND NOTICE OF ATTENDANCE

Persons who want to participate in the general meeting shall

•	be listed in the share register kept by Euroclear Sweden AB (formerly VPC AB)
on Thursday 30 April 2009,

•	give notice to the company of their intention to participate in the general
meeting no later than Thursday 30 April 2009.

Notice can be made in writing at the address IBS AB, Attn. Årsstämma 2009, P.O.
Box 1350, 171 26 Solna or by telephone +46 8 627 23 03, fax +46 8 29 16 60, by e
mail arsstamma@ibs.net or via IBS website www.ibs.net.  When giving notice of
attendance, name, personal identity number/corporate identity number, address,
telephone, and shareholdings must be stated. The notice shall also include the
number of assistants that the shareholder intends to bring to the general
meeting. If a shareholder is represented by proxy, such proxy should be
submitted together with the notification of attendance. A proxy form is
available at 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.

Shareholders whose shares are registered in the name of a nominee must, in order
to be entitled to participate in the general meeting, arrange for those shares
to temporarily be registered in their own names with Euroclear Sweden AB.
Shareholders who want such registration must notify their nominee well in
advance of Thursday 30 April 2009, when such registration shall be executed.
As per the day of the notice, the total number of shares in the company 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 accounts to 169 099 374. 2 303 800 shares
of series B, out of the total number of shares, are held by the company.

MATTERS AT THE GENERAL MEETING

Proposal of agenda
1. 	Opening of the general meeting
2.	Election of chairman of the general meeting
3.	Preparation and approval of the voting list
4.	Approval of the agenda
5.	Election of one or two persons to verify the minutes
6. 	Determination of whether the general meeting has been duly convened
7.	Presentation of the annual report and the auditor's report, and the group
accounts and the auditor's report for the group. In connection herewith, the
speech by the CEO and information on the work by the board of directors.
8.	Resolution on adoption of profit and loss account and balance sheet, and of
the consolidated profit and loss account and consolidated balance sheet
9.	Resolution on allocation of the company's earnings in accordance with the
adopted balance sheet
10.	Resolution on discharge from liability for the members of the board of
directors and     CEO
11.	Resolution on the number of board members
12.	Election of board members and chairman of the board
13.	Resolution on fees and other compensation to the board of directors
14.	Resolution on fees to the auditor
15.	Resolution on guidelines for remuneration of senior executives
16.	Resolution on the question of nomination committee
17.	Resolution on amendment of the articles of association
18.	Resolution regarding an authorization for the board to resolve on transfer
of own     shares
19.	Resolution regarding an authorization for the board to resolve on new issues

20.	Closing of the general meeting

Election of chairman of the general meeting (item 2)

The shareholder Deccan Value Advisors L.P, together with closely connected
companies, (together named ”the Principal Shareholder”) representing
approximately 71 percent of the shares in the company and approximately 78
percent of the votes in the company, have notified the board of directors that
they intend to propose Mattias Anjou, attorney at law, as chairman of the
general meeting.

Resolution on allocation of the company's earnings in accordance with the
adopted balance sheet (item 9)
The following amounts are at the disposal of the annual general meeting: Premium
reserve SEK 429 426 700, translation reserve SEK 524 579, retained earnings SEK
434 936 688 and net result for the year SEK -25 623 743, making a total of SEK
839 264 224. The board of directors proposes that no dividend be paid for the
2008 fiscal year and that the amount be distributed as follows: premium reserve
SEK 429 426 700, translation reserve SEK 524 579 and retained earnings SEK 409
312 945. 

Resolution on the number of board members, election of board members and the
chairman of the board, resolution on fees and other compensation to the board of
directors and resolution on fees to the auditor (items 11 - 14)

The Principal Shareholder has notified the board of directors that it intends to
propose the following at the annual general meeting: 

Item 11: The number of board members shall continue to be six, without deputy
directors.

Item 12: Dr. Pallab Chatterjee, Vinit Bodas, Gunnel Duveblad, George Ho,
Christian Paulsson and Bertrand Sciard shall be re-elected board members. Dr.
Pallab Chatterjee shall be re-elected as chairman of the board.

Item 13: Remuneration to the board shall be paid with SEK 600 000 to the
chairman of the board, Dr. Pallab Chatterjee, SEK 200 000 to each of Vinit Bodas
and George Ho and SEK 350 000 to each of Gunnel Duveblad, Christian Paulsson and
Bertrand Sciard. For participation in the board's remuneration committee, the
chairman shall receive an additional amount of SEK 50 000 and the two other
members SEK 25 000 per person. For participation in the board's audit committee,
the chairman shall receive an additional amount of SEK 100 000 and the other
member SEK 50 000. Dr. Pallab Chatterjee shall receive an additional amount of
SEK 150 000 as compensation for travelling time since he lives in USA. 

Item 14: The auditor shall receive compensation according to separate invoice.

Resolution on guidelines for remuneration of senior executives (item 15)
The board of directors proposes that the general meeting resolves on principally
the following guidelines for remuneration of senior executives.
The guidelines shall apply for remuneration and other terms of employment for
the executive management of the group which includes the CEO and all persons
reporting directly to the CEO (“Executives”). The guiding principles will be
valid for employment agreements entered into after the meeting and for any
changes made to existing employment agreements thereafter. It is proposed that
the board is given the possibility to deviate from the guide lines in individual
cases where specific reasons exist.

Compensation components: The group compensation system comprises different forms
of compensation in order to create a well balanced remuneration which
strengthens and underpins long and short term objective setting and attainment. 

Fixed salary: The fixed salary shall be individual and based on the scope and
responsibility of the role as well as the individual's competence and experience
in relation to the role held.

Annual bonus: Executives shall have an annual bonus with annual measurement and
payment. The annual bonus shall be structured as a variable component of the
total cash remuneration package and shall primarily be related to the
achievement of common group financial performance goals. The goals for the
annual incentive shall be established annually by the Board so as to sustain the
business strategy and objectives. 

Looking forward, the Board recognises that the Executives of the company will
face serious challenges in returning the company to sustained profitability.  To
motivate them appropriately and at the same time to limit the company's fixed
payroll costs, the Board takes a view that wherever appropriate, it should seek
to minimise the fixed element of cash compensation and maximise the bonus
element of performance related cash compensation. Executives, excluding the CEO,
shall have a bonus level in the range from 40 percent to a maximum of 70 percent
of base salary, relative to their position. The CEO shall have a target bonus of
100 percent of base salary, which may be increased to 150 percent of the base
salary if targets are exceeded. The CFO shall have a target bonus, which may be
increased to a maximum of 88 percent if company targets are exceeded. These are
also the levels that apply today.

Pension: The company shall make contributions for the Executives into defined
contribution schemes, which shall be in the range of 8 - 25 percent of the
salary. The pension able age for Swedish citizens is 65 years while other
Executives follow the rules of their respective countries of residence. 

Other benefits: Other benefits, such as company cars and health, medical and
sickness related insurance schemes, should be in line with the market practice
for the respective geographic market.
Stock based incentive program: An incentive scheme based on stock options and
aimed at the CEO and senior management of the IBS Group was resolved by an
Extraordinary General Meeting of Shareholders 15 January 2009 and will be
implemented during 2009. In total no more than 1 865 052 stock options will be
granted in 2009.
Notice periods and severance agreements: The employment of the CEO and President
of the company may end at any time upon the initiative of him or the company
with 3 months notice. Other senior executives must provide a period of between 3
and 12 months notice to the company.  The notice required from the company is
between 6 and 12 months. Severance agreements will in principle not be signed,
with the exception for the CEO and President who may be granted a maximum of 12
months severance pay. In a redundancy situation, the current practice in the
geographic market where the executive is resident will apply. The same
principles shall apply under these guidelines.
Resolution on the question of nomination committee (item 16)

The Principal Shareholder has notified the board of directors that it, in light
of the ownership structure of the company, intends to vote against any possible
proposals on the appointment of a nomination committee.

Resolution on amendment of the articles of association (item 17)
The board of directors proposes that the company's articles of association shall
be amended principally according to the following.
Paragraph 2 in the articles of association shall be amended with a provision
permitting the general meeting to be held, not only at the registered office of
the company, but in Solna kommun as well.
Paragraph 13 in the articles of association shall be amended to remove the items
resolution upon nomination committee and resolution upon remuneration and other
terms of employment for the management of the company from the list of matters
to be addressed at general meetings.

A valid resolution pursuant to the board's proposal requires approval by
shareholders holding at least two thirds of both the votes cast and the shares
represented at the meeting.
Resolution regarding an authorization for the board of directors to resolve on
transfer of own shares (item 18)

The board of directors proposes that the annual general meeting authorizes the
board to, on one or more occasions before the next annual general meeting,
resolve on transfer of the company's own shares of class B mainly in accordance
with the following:
1. 	Transfers may be made with or without deviation from the shareholders' pre
emptive rights in other ways than on a regulated market. 
2.	Transfers may be made in respect of all the company's own shares that the
company holds at each point of time respectively of the board's decision on the
transfer.3.	Transfers may only be made at a price per share at least corresponding to, or
close to, the market value of the share.  
4.	Payment of transferred shares may be made in cash consideration, non cash
consideration or by set-off.

The purpose of the board's proposal, as well as the reasons for permitting
transfers with deviation from the shareholders' pre-emptive rights, is to create
acting space for the board to dispose of the own shares that after the decision
of the extraordinary general meeting on 15 January 2009 no longer is held as
security for the synthetic call option program in the way that is most value
increasing for the shareholders by e.g. finance acquisitions of businesses or
else to provide the company with capital.

A valid resolution pursuant to the board's proposal requires approval by
shareholders holding at least two thirds of both the votes cast and the shares
represented at the meeting.
Resolution regarding an authorization for the board of directors to resolve on
new issues (item 19)

The board of directors proposes that the annual general meeting authorizes the
board to, on one or more occasions before the next annual general meeting,
resolve on new issues of shares of class B, warrants with the right to subscribe
for shares of class B and/or convertible instruments with right to convert to
shares of class B mainly in accordance with the following.
1. 	New issues may be made with or without deviation from the shareholders' pre
emptive rights. 
2.	By resolutions pursuant to the authorization, no more than 35 000 000 shares
of class B may be issued in new issues of shares, share subscription upon
exercise of warrants and/or conversions to shares (warrants and convertibles may
however include re-calculation provisions which, if they are applied, may result
in a different number of shares), which corresponds to approximately 21.7
percent of the number of shares and 17.1 percent of the votes (calculation being
based on the total number of issued shares after full use of the authorization).

3.	Cash and set-off issues with deviation from the shareholders' pre-emptive
rights may only be made with a price corresponding to at least the market value
less the market based discount that the board finds necessary in order to carry
out the new issue. The board decides upon pricing at new issues where the
shareholders' pre-emptive rights are observed. 
4.	The authorization shall include a right to resolve on new issues against
payment in cash consideration, non cash consideration or by set-off and
otherwise be consistent with the conditions referred to in chapter 2 section 5
second paragraph 2 - 3 and 5 of the Swedish Companies Act.

The purpose of the board's proposal, as well as the reasons for permitting new
issues with deviation from the shareholders' pre emptive rights, is to create
acting space for the board to finance acquisitions of businesses or else to
provide the company with capital.
A valid resolution pursuant to the board's proposal requires approval by
shareholders holding at least two thirds of both the votes cast and the shares
represented at the meeting.

DOCUMENTS
Accounting documents, the auditor's report, the auditor's statement and the
board of director's complete proposals according to items 15 and 17 - 19, will
be available at the company's head office, Hemvärnsgatan 8 in Solna, starting
two weeks before the general meeting, and will also be sent to shareholders who
require it and state their postal addresses. The documents will in connection
herewith also be available at the company's website www.ibs.net. 

Stockholm in April 2009
IBS AB (publ)
The Board of Directors

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