IFS annual general meeting (AGM), March 26, 2014

The annual general meeting (AGM) of stockholders in Industrial and Financial
Systems, IFS AB (publ), approved the proposed dividend to stockholders of SKr
3.50 per share. The record day for the dividend shall be Monday, March 31, 2014.
The dividend is expected to be distributed on Thursday, April 3, 2014. The AGM
resolved to discharge the members of the board and the chief executive officer
from liability for fiscal year 2013.
BOARD OF DIRECTORS, AUDITORS, AND FEES
Anders Böös (chairman), Ulrika Hagdahl, Birgitta Klasén, Neil Masom, Bengt
Nilsson (deputy chairman), and Alastair Sorbie (president and CEO) were re
-elected to the board. It was resolved that directors’ fees (including
remuneration for work on the audit committee) totaling SKr 3,050,000 be paid, of
which SKr 1.4 million be paid to the chairman of the board and SKr 375,000 to
each of the other directors apart from the chief executive officer (CEO). It was
resolved that an unchanged fee of SKr 100,000 be paid to the chairman and a fee
of SKr 50,000 be paid to other directors for work on the audit committee.
Auditors’ fees will be paid in accordance with approved invoices.

REMUNERATION OF EXECUTIVE MANAGEMENT AND INCENTIVE PROGRAM
The AGM resolved to apply the following guidelines for remuneration of executive
management, including the CEO, which primarily entail that the remuneration and
conditions of employment of executive management shall be on market terms and
competitive in respect of the executive’s position, responsibility, competence,
and experience. In summary, the guidelines provide that the total remuneration
paid to the executive management shall consist of a basic salary, variable
remuneration, an incentive program, pension contributions, and other benefits.
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, and vary according to position. For the
CEO, variable remuneration shall not exceed 50 percent of the basic salary; for
the other members of executive management variable remuneration will be payable
in the interval 25–60 percent of the basic salary, based on achievement of
80–120 percent of individual goals. If less than 80 percent of the targets are
achieved, no variable remuneration shall be paid. If targets are fully achieved,
the total remuneration paid by the company to executive management can amount to
a maximum of approximately SKr 12 million, of which the variable annual
remuneration for 2014 amounts to approximately SKr 3 million. If targets are
exceeded, variable remuneration to the executive management can amount to a
maximum of approximately SKr 4 million for 2014.
     The retirement age shall be 65, but for the CEO the right to retirement may
be invoked at the age of 64. 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. If the company
terminates an executive’s employment, severance pay corresponding to a maximum
of 12 months’ salary may be paid in exceptional cases. 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. The guidelines are available in their entirety on the company
website.

The AGM resolved to establish an incentive program which entails that the
company offers executive management and other officers and key personnel in the
group the opportunity to acquire warrants in the company. The warrants will be
valued at market price. To stimulate participation in the program, for each
warrant acquired at market price the participants 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
performance conditions linked to the company’s earnings-per-share target during
2014 in accordance with predetermined criteria established by the board. 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, at a subscription price corresponding to
110 percent 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.
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 subscription of Series-B shares
as per the above.
     The resolution entails the issue of not more than 247,000 warrants. 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 percent 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 intends to purchase Series-B shares in the company, on the
basis of mandates granted by the AGM, in an amount corresponding to the number
of warrants issued within the framework of the incentive program. 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 connection with this, the board shall have the right to make adjustments to
fulfill particular legislation or market conditions internationally.
     The board considers that the adoption of the incentive program, the purpose
of which is to create conditions for retaining and recruiting competent
personnel and to increase employee motivation, will benefit the group and the
company’s shareholders.

RESOLUTION TO AUTHORIZE THE BOARD TO RESOLVE TO REPURCHASE SHARES
The AGM authorized the board to resolve, on one or more occasions until the next
AGM, to acquire a total number of Series-B shares in 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. This may be achieved, for example, by
minimizing the effects of dilution and the effect on the share price as well as
to facilitate the implementation of incentive programs adopted by the AGM.

NOMINATION COMMITTEE
The AGM resolved that a nomination committee for the AGM 2015 be established
that, based on the ownership structure as per the last trading day of August
2014, consists of the following five members: the chairman of the board, a
representative of the company’s principal owner in terms of voting rights, a
representative of each of the largest institutional shareholders in the company
in terms of voting rights, and a representative of the founders of the company.
The representative of the principal owner shall convene and chair the nomination
committee unless the members agree otherwise. The names of the members of the
nomination committee and the shareholders they represent shall be published no
later than six months before the AGM of 2015.
     The composition of the nomination committee may be changed during its term
of office in the event of a change in ownership such that a shareholder that
appointed a member of the nomination committee no longer represents the largest
share ownership and that the change in ownership is so substantial that the
holding of the shareholder in question, in respect of voting rights, thereby
falls below the holding of another corresponding shareholder by one percentage
point.
     In preparation of the AGM 2015, the nomination committee shall submit
proposals for resolution in the following issues:

  · chairman of the AGM;
  · number of board members and deputies; chairman and deputy chairman, and
other members of the board of directors;
  · directors’ fees and other remuneration for board assignments and committee
work, as applicable;
  · auditors’ fees;
  · nomination for election of auditors; and
  · the principles and procedures to be applied for the establishment of a
nomination committee and its duties for the AGM of 2016.

The nomination committee shall not be remunerated. Members shall, however, to a
reasonable extent be reimbursed for customary expenses related to their work.
Contact Information
Jesper Alwall
Telefon: 46 8 58 78 45 00
General Counsel
jesper.alwall@ifsworld.com

Frédéric Guigues
Telefon: 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

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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 March 26, 2014 at 5:00 p.m.
(CET).