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 25, 2015, 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 19, 2015, and must
submit their application to IFS no later than Friday, March 20, 2015 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 19, 2015. Consequently, shareholders who wish to re-register
must notify their stockbrokers of this well in advance of March 19, 2015.

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. Presentation of the annual report and the auditor’s report as well as the
consolidated financial statements and the auditor’s report for the group.
 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 appropriation of the company’s profit or loss in accordance
with the approved balance sheet.
11. Resolution on discharge from liability for the members of the board and the
CEO.
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 on guidelines for the remuneration of executive management and
incentive program:
a. Resolution on guidelines for the remuneration of executive management.
b. Resolution on incentive program.
16. Resolution concerning nomination committee for the next AGM.
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

Resolution on dividend (Item 10)
The board proposes that a dividend of SKr 4.50 per share be paid. Friday March
27, 2015, 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 Wednesday, April 1, 2015.

Resolution on 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 on 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 2015, 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 members of executive management 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. In such a case, the CEO shall receive the equivalent
of 60 percent of the basic salary until he is 65. Moreover, the retirement of
the CEO will not affect the warrants acquired by him within the scope of adopted
incentive programs.

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 on 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 2018 until and
including June 30, 2020. 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 2015 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 23, 2015 and
April 29, 2015.

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 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 2012, 2013 and 2014, the four programs, on full subscription,
can entail a dilution of approximately 2.6 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 268.00 (closing share price of
the IFS Series-B share on February 17, 2015), a subscription price of 294.80, a
maximum participation and a maximum fulfillment of the performance condition,
the cost for the program is estimated at approximately SKr 5.3 million. The cost
will be allocated over the years 2015–2018.

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 and deputies, remuneration
of the board members and the auditors, election of board members, the chairman
and the deputy chairman of the board, and auditors, and resolution concerning
nomination committee for the next AGM (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 Fonder), Bengt Nilsson (Founders) and Anders Böös (chairman of the
board of IFS), who represent approximately 52 percent of the total number of
votes in the company, propose that:

  · Anders Böös chair the AGM.
  · Seven ordinary board members be elected, without deputies.
  · Directors’ fees (including remuneration for work on the audit committee)
shall amount to a total of SKr 3,425,000, of which an unchanged amount of SKr
1,400,000 be paid to the chairman of the board and an unchanged amount of SKr
375,000 be paid to each of the other board members, with the exception of the
CEO. An unchanged fee of SKr 100,000 is proposed to be paid to the chairman of
the audit committee and an unchanged fee of SKr 50,000 to its other members.
  · 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.
  · Gunilla Carlsson be elected as board member. Gunilla Carlsson was born in
1963 and has many years’ experience from international work and relations,
primarily in the public sector and the political systems in Sweden and Europe.
Between the years 2006 and 2013, Gunilla Carlsson was Sweden’s Minister for
International Development Cooperation. She was a member of the Swedish
Parliament during the years 2002–2013 and before that was a member of the
European Parliament during the years 1995–2002. Gunilla Carlsson also has
several years’ experience in board work and honorary positions in international
organizations. In addition, she has previously several years’ experience in
accounting and auditing in private businesses.
  · 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. Pursuant
to the Swedish Companies Act the term will apply until the end of the next AGM
  · Finally, it is proposed that the corresponding principles and procedures
applicable to the nomination committee for the AGM of 2015 be applied for the
establishment of a nomination committee and its work for the AGM of 2016.

MISCELLANEOUS

Authority to make necessary amendments
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).

Available documentation
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 2014
will be available for inspection as of March 4, 2015, 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 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 give notice of their attendance at the AGM.

Information at the AGM
The board and the CEO will, if any shareholder so requests and the board deems
that it can be done without material harm to the company, provide information at
the AGM regarding circumstances that may affect the agenda, or conditions that
may affect the assessment of the financial situation of the company or any
subsidiary or the company's relationship to any group company.

Outstanding shares and votes
At the time this notice was issued, the number of outstanding shares in the
company amounted to 24,971,830, representing a total of 3,472,875.7 votes, of
which 1,084,103 Series-A shares represent 1,084,103 votes and 23,887,727 Series
-B shares represent 2,388,772.7 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 2015

The Board of Directors
Jesper Alwall, General Counsel. Telephone: 46 8 58 78 45 00, press@ifsworld.com

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

IFS (http://www.ifsworld.com/en/)™ is a globally recognized leader in developing
and delivering business software for enterprise resource planning (ERP),
enterprise asset management (EAM) and enterprise service management (ESM). IFS
brings customers in targeted sectors closer to their business, helps them be
more agile and enables them to profit from change. IFS is a public company
(XSTO: IFS) that was founded in 1983 and currently has over 2,700 employees. IFS
supports more than 2,400 customers worldwide from local offices and through
partners in more than 60 countries. For more information visit:
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 23, 2015 at 1 p.m.
(CET).