Notice to attend the annual general meeting of shareholders in Industrial and Financial Systems, IFS AB (publ)

The shareholders in Industrial and Financial Systems IFS AB (publ.), Corp Id No
556122-0996, are hereby given notice to attend the annual general meeting (AGM)
of shareholders on Wednesday, March 26, 2014, at 3:00 p.m., at hotel Courtyard
by Marriott, Rålambshovsleden 50, in Stockholm, Sweden.
ATTENDANCE

Shareholders intending to attend the AGM must be registered in the stock
register maintained by Euroclear Sweden AB on Thursday, March 20, 2014, and must
submit their application to IFS no later than Monday, March 24, 2014 at 12:00
noon.
Notice of attendance may be given by telephone at: +46 8 58 78 45 00 or via the
company’s website www.ifsworld.com. When giving notice of attendance, please
provide name, personal registration or corporate registration number, if
applicable, address, telephone number, stockholding, and information regarding
any assistants (not more than two). If attendance is by proxy, the proxy must be
submitted to the company together with the notice of attendance. Proxy forms for
shareholders wishing to participate in the AGM by proxy will be available from
the company’s website at www.ifsworld.com or can be acquired by calling +46 8 58
78 45 00.
Shareholders who have deposited their stock with trustees, to be entitled to
attend the AGM and exercise their voting rights, must provisionally register
their stock in their own name in the stock register maintained by Euroclear
Sweden AB per March 20, 2014. Consequently, shareholders who wish to re-register
must notify their stockbrokers of this well in advance of March 20, 2014.

PROPOSED AGENDA

1. The meeting is called to order.
2. Election of chairman for the meeting.
3. Preparation and approval of the register of voters.
4. Approval of the agenda.
5. Election of one or two members to verify the minutes.
6. Determine whether the meeting has been duly convened.
7. Presentations:
    a. Presentation by the chairman of the board.
    b. Presentation by the chief executive officer (CEO).
8. Submission of the annual report and the auditor’s report as well as the
consolidated statement of income and the consolidated balance sheet.
9. Resolution to approve the statement of income and the balance sheet as well
as the consolidated statement of income and the consolidated balance sheet.
10. Resolution on allocations concerning group income in accordance with the
approved balance sheet.
11. Resolution on discharge from liability for the members of the board and the
chief executive officer.
12. Determine the number of members of the board and deputies.
13. Determine remuneration for the board and the auditors.
14. Election of board members, the chairman and the deputy chairman of the
board, and auditors.
15. Resolution concerning guidelines for the remuneration of the executive
management and incentive program:
      a. Resolution concerning guidelines for the remuneration of the executive
management.
      b. Resolution concerning incentive program.
16. Proposal concerning the establishment of a nomination committee.
17. Resolution to authorize the board to resolve to repurchase shares.
18. The meeting is closed.

PROPOSALS OF THE BOARD OF DIRECTORS FOR RESOLUTION AT THE AGM

Disposition of earnings (Item 10)
The board proposes that a dividend of SKr 3.50 per share be paid. Monday March
31, 2014, is proposed as the record day. Should the AGM resolve in accordance
with the board’s proposal, the dividend is expected to be distributed by
Euroclear Sweden AB on Thursday, April 3, 2014.

Resolution concerning guidelines for the remuneration of executive management
and incentive program (Item 15)
The board proposes a system of remuneration for the executive management of IFS,
including the CEO, that is aligned with market terms and conditions and that is
sufficiently competitive to be of interest to the qualified circle of employees
that IFS wishes to attract and retain. The board seeks continuity and hence the
proposal is essentially in line with the guidelines and remuneration principles
from the previous year and are based on existing contracts between IFS and the
respective executives.

Resolution concerning guidelines for the remuneration of executive management
(Item 15.a)
Remuneration to the executive management in IFS shall be aligned with market
terms and conditions, shall be individual and differentiated, and shall support
the interests of the stockholders. Remuneration principles shall be predictable,
both in terms of costs for the company and benefits for the individual, and
shall be based on factors such as competence, experience, responsibility and
performance. Total remuneration paid to executive management shall consist of a
basic salary, variable remuneration, an incentive program, pension
contributions, and other benefits. The total annual monetary remuneration paid
to each member of executive management, i.e., basic salary and variable
remuneration, shall correspond to a competitive level of remuneration in the
respective executive's country of residence. Variable remuneration shall be
linked to predetermined measurable criteria designed to promote long-term value
generation in the company. The relationship between basic salary and variable
remuneration shall be proportionate to the executive’s responsibility and
powers. Variable remuneration varies according to position. For 2014, it is
proposed that the guidelines for the variable remuneration payable to the
executive management be unchanged from the previous year. For the CEO this means
that the maximum variable remuneration shall not exceed 50 percent of the basic
salary, and for the other members of executive management variable remuneration
shall be payable in the interval 25–60 percent of the basic salary, based on
achievement of 80–120 percent of individual goals. Long-term incentive programs
are treated under Item 15.b below. Pension benefits shall correspond to a
competitive level in the respective executive’s country of residence and shall,
as in previous years, consist of a premium-based pension plan or its equivalent.
The CEO is entitled to a premium-based pension plan with a premium that is 20
percent of the basic salary. The retirement age for the CEO and other executives
is 65, but the CEO and the company are entitled to invoke the right to early
retirement for the CEO at the age of 64 (previously 62). In such a case, the CEO
shall receive the equivalent of 60 percent of the basic salary until he is 65.
Other benefits are chiefly related to company cars and telephones and shall,
where they exist, constitute a limited portion of the remuneration and be
competitive in the local market. If the company terminates the employment, the
period of notice is normally 6–12 months; if the executive terminates the
employment, the period of notice is normally 3–6 months. The basic salary during
the period of notice, together with severance pay, shall not exceed an amount
corresponding to two years’ basic salary. The board of directors shall have the
right to deviate from the above guidelines in individual cases if there is good
reason to do so. In such an event, the board shall inform the immediately
following AGM and explain the reason for the deviation. The guidelines apply to
employment contracts entered into after the resolution is adopted by the AGM and
to changes made to existing terms and conditions after this point in time.

Resolution concerning incentive program (Item 15.b)
The board proposes that the AGM resolves to adopt an incentive program with a
corresponding structure as last year, which entails that executive management,
other officers, and key personnel in the IFS group are offered the opportunity
to subscribe for warrants in the company at market price. Each warrant shall be
exercisable to subscribe for one issued Series-B share during an exercise period
from the day after the release of the first quarterly report 2017 until and
including June 28, 2019. To stimulate participation in the program, it is
proposed that for each warrant acquired at market price, the participant may be
allotted a maximum of additional three warrants free of charge. The number of
warrants that participants can be allotted free of charge is dependent on the
outcome of a performance condition linked to the company’s earnings-per-share
target for 2014 in accordance with predetermined criteria established by the
board. Warrants allotted free of charge may be exercised only on the condition
that the warrants acquired at market price have been retained by the participant
until the first day on which they are exercisable for share subscription as per
the above. The proposal entails the issue of not more than 247,000 warrants.
Each warrant carries the right to acquire one Series-B share at a subscription
price corresponding to 110 per cent of the volume-weighted average price paid
for the company’s share on the NASDAQ OMX Stockholm Exchange between April 22,
2014 and April 28, 2014. The right to subscribe for warrants shall accrue to
wholly owned subsidiaries, which will transfer the warrants to current and
future members of executive management, other officers, and key personnel within
the group. The company CEO shall be assigned no more than 74,100 warrants, other
members of executive management no more than 49,400 warrants in total, and other
officers and key personnel no more than 24,700 warrants in total. If all 247,000
warrants are exercised to subscribe for a maximum of 247,000 Series-B shares,
the company’s capital stock will increase by SKr 4,940,000, corresponding to
approximately 1.0 per cent of the capital stock and 0.7 percent of the voting
rights after dilution. Together with the warrants issued at the respective AGMs
in 2011, 2012 and 2013, the four programs, on full subscription, can entail a
dilution of approximately 2.7 percent of the existing capital stock and of
approximately 1.9 percent of the voting rights. Based on the assumptions of a
share price of SKr 177.00 (closing share price of the IFS Series-B share on
February 19, 2014), a subscription price of 194.70, a maximum participation and
a maximum fulfillment of the performance condition, the cost for the program is
estimated at approximately SKr 4 million. The cost will be allocated over the
years 2014–2017. To minimize dilution and share price exposure resulting from
the incentive program, the board, on the basis of mandates granted by the AGM,
intends to purchase Series-B shares in the company in an amount corresponding to
the number of warrants issued within the framework of the incentive program. The
purpose of the incentive program is to create conditions for retaining and
recruiting competent personnel and to increase employee motivation. The board
considers that the introduction of the incentive program as outlined above will
benefit the group and the company’s shareholders. The board shall be responsible
for the exact wording and management of the incentive program within the
framework of the given terms and conditions and guidelines. In this connection,
the board shall have the right to make adjustments to fulfil particular
legislation or market conditions internationally. A valid resolution to adopt
the incentive program under this item 15.b requires that it be supported by
shareholders representing at least nine tenths of the shares and votes
represented at the AGM.

Resolution to authorize the board to resolve to repurchase shares (Item 17)
The board proposes that the AGM authorize the board to resolve, on one or more
occasions until the next AGM, to repurchase the company’s own Series-B shares.
The authorization to repurchase Series-B shares shall be limited to such an
amount that the company’s stockholding on each occasion does not exceed 10
percent of the total number of shares in the company. The shares shall be
acquired through the NASDAQ OMX Stockholm Exchange in compliance with stock
exchange regulations and only at a price within the registered interval on each
occasion, by which is meant the interval between the highest buying price and
the lowest selling price. The purpose of the authorization is to accord the
board a greater opportunity to continuously adjust the company’s capital
structure and thereby contribute to increased shareholder value, for example, by
minimizing the effects of dilution and the effect on the share price as well as
to facilitate the implementation of the incentive program outlined in Item 15.b
as well as previously adopted or any subsequent incentive programs that may be
adopted. A valid resolution to adopt the board’s proposal under this item 17
requires that it be supported by shareholders representing at least two thirds
of the shares and votes represented at the AGM.

PROPOSALS OF THE NOMINATION COMMITTEE FOR RESOLUTION AT THE AGM

The chairman of the AGM, the number of board members, remuneration of board
members, auditors’ fees, election of board members, the chairman and the deputy
chairman of the board, and auditors, and resolution concerning establishment of
a nomination committee (Items 2, 12, 13, 14, and 16)
The nomination committee, consisting of Gustaf Douglas (Förvaltnings AB
Wasatornet, committee chairman), Lars Bergkvist (Lannebo Fonder), Ulf Strömsten
(Catella Capital), Bengt Nilsson (Founders) and Anders Böös (chairman of the
board of IFS), who represent approximately 54 percent of the total number of
votes in the company, propose that:

  · Anders Böös chair the AGM
  · Six ordinary board members be elected, without deputies
  · Directors’ fees (including remuneration for work on the audit committee)
shall amount to a total of SKr 3,050,000, of which SKr 1,400,000 be paid to the
chairman of the board and SKr 375,000 be paid to each of the remaining board
members, with the exception of the CEO. It is proposed that a fee of SKr 100,000
be paid to the chairman and SKr 50,000 to other members of the audit committee,
both unchanged from the previous year.
  · Auditors’ fees be paid according to approved invoices.
  · Board members Anders Böös, Bengt Nilsson, Ulrika Hagdahl, Birgitta Klasén,
Neil Masom, and Alastair Sorbie be re-elected.
  · Anders Böös be re-elected as chairman of the board
  · Bengt Nilsson be re-elected deputy chairman of the board
  · PricewaterhouseCoopers AB be re-elected as the company’s auditor.
  · As regards the establishment of a nomination committee and its work for the
AGM 2015, it is proposed that it be established on basis of the corresponding
principles and procedures applicable to the nomination committee for the AGM
2014.

MISCELLANEOUS

Finally, it is proposed that the AGM authorize the board of directors, the CEO
or other person appointed by the board to make such amendments to resolutions
that may be required in connection with registration with the Swedish Companies
Registration Office (Bolagsverket). The complete list of proposals for
resolution above, including the statement by the board in respect of profit
allocation and authorization to repurchase shares, and the company’s annual
report and auditor’s report for fiscal 2013 will be available for inspection as
of March 5, 2014, at the company’s head office in Linköping, at the company’s
office in Stockholm, and via the company’s website, www.ifsworld.com. Further
information about the directors proposed as members of the board and the
reasoned opinion of the nomination committee in respect thereof are also
available on the company’s website. The information will be sent upon request to
any shareholders who submit their postal addresses. The proposal detailed under
Item 15.b, Long-term Incentive Program, will also be sent by post to
shareholders who duly give notice of their intention to attend the AGM. Pursuant
to Chapter 7 Section 32 of the Swedish Companies Act (2005:551), at the AGM
shareholders have a right to request information from the board of circumstances
that may affect the agenda and conditions that may affect the company's
financial situation.

At the time this notice was issued, the number of outstanding shares in the
company amounted to 24,971,830, representing a total of 3,538,487.5 votes, of
which 1,157,005 Series-A shares represent 1,157,005 votes and 23,814,825 Series
-B shares represent 2,381,482.5 votes. The number of shares held by the company
in own custody was 200,000 Series-B shares, representing 20,000 votes and
corresponding to approximately 0.8 per cent of the capital stock of the company.
The shares held by the company in own custody may not be represented at the AGM.

Linköping, February 2014

The Board of Directors
Contact Information
Jesper Alwall
Telephone: 46 8 58 78 45 00
General Counsel
jesper.alwall@ifsworld.com

Frédéric Guigues
Telephone: 46 8 58 78 45 00
Investor Relations
frederic.guigues@ifsworld.com
About IFS

IFS (http://www.ifsworld.com/en/about-ifs/)™is a public company (XSTO: IFS)
founded in 1983 that develops (http://www.ifsworld.com/en/solutions/architecture
-and-technology/), supplies, and
implements (http://www.ifsworld.com/en/services/) IFS
Applications (http://www.ifsworld.com/en/solutions/ifs-applications-8/)™, a
component-based extended ERP suite. IFS focuses on
industries (http://www.ifsworld.com/en/industries/) where management of any of
the following four core processes is strategic:
service (http://www.ifsworld.com/en/solutions/field-service-management
-software/) & asset (http://www.ifsworld.com/en/solutions/enterprise-asset
-management-software/),
manufacturing (http://www.ifsworld.com/en/solutions/manufacturing/), supply
chain (http://www.ifsworld.com/en/solutions/supply-chain/), and
projects (http://www.ifsworld.com/en/solutions/projects/). The company has 2,200
customers (http://www.ifsworld.com/en/customers/) and is present in
approximately 60 countries with 2,600 employees in total. Net revenue in 2013
was SKr 2.7 billion.

More information on IFS is available at www.IFSWORLD.com

Follow us on Twitter: @ifsworld (http://twitter.com/ifsworld)

Visit the IFS Blogs on technology, innovation and creativity:
http://blogs.ifsworld.com/



IFS discloses the information provided herein pursuant to the Financial
Instruments Trading Act (1991:980) and/or the Securities Markets Act (2007:528).
The information was submitted for publication on February 24, 2014 at 5:00 p.m.
(CET).