Proposals for resolution to the annual general meeting in Industrial and Financial Systems, IFS AB (publ.)

The board of Industrial and Financial Systems, IFS AB (“IFS”, the “company”) has
received proposals for resolution to the annual general meeting (“AGM”) from the
main owner, IGT Holding IV AB (“IGT Holding”), holding approximately 82.5
percent of the shares and 86.4 percent of the votes in the Company.

The IFS nomination committee was established in accordance with the guidelines
adopted by the AGM of 2015, consisting of representatives of the company’s
largest shareholders on the basis of the ownership situation per the end of
August 2015. As a result of the new ownership situation the conditions for the
nomination committee have substantially changed, meaning that the current
ownership structure cannot be meaningfully reflected in the nomination committee
as composed according to the principles adopted by the AGM. IGT Holding has
declared to the board that, for the forthcoming AGM, it intends to prepare the
proposals that would otherwise have been the mandate of the nomination
committee. The board has now received the following proposals from IGT Holding
for resolution at the AGM:
- that adjunct professor Svante Johansson be appointed to chair the AGM;
- that the board be comprised of seven members and no deputies;
- that Neil Masom be reelected to the board, and that Lars Wollung, Måns
Hultman, Jonas Person, Markus Roithmeier, Per Franzén and Johannes Reichel be
elected to the board;
- that Lars Wollung be elected as chairman of the board and Per Franzén as
deputy chairman of the board;
- that, as communicated in the notice to convene the AGM, the registered public
accounting firm PricewaterhouseCoopers AB be reelected as the company’s auditors
until the end of the next AGM;
- that directors’ fees amount to a total of SKr 2,300,000, whereof SKr 1,000,000
to the Chairman and SKr 300,000 to each of the other board members who are not
employed by the Company and who are not employed by EQT Partners AB or its
affiliates, and an unchanged fee of SKr 100,000 as additional remuneration for
work as chairman of the audit committee;
- that, as communicated in the notice to convene the AGM, fees be paid to the
company’s auditors according to approved invoices.

Lars Wollung has previously been CEO for 15 years and management consultant for
15 years. He is the co-founder, and former president and CEO of the IT company
Acando, and former president and CEO of the credit management company Intrum
Justitia. At present, Lars Wollung is the chairman of the board of the
communication group The Northern Alliance and board director of the IT company
Tieto, the software firm Dlaboratory, the bank TF and the payment service
provider Bambora.

Måns Hultman has previously been the CEO & chairman of the board of Qlik
Technologies, partner in Sundet Investment AB, board director of Hybris AG,
Digital Route AB, Mamut AS, NetAdmin AB, Apptus AB. At present he is board
director of Ikano Group, itslearning AS, StormGeo AS, Automic Holding AG, and
Crossbow AB.

Jonas Persson is the former CEO of Microsoft Sweden and has held a number of
senior positions within Microsoft, including as COO of cloud services and
software development engagements. He has also worked as a sales leader for
consumer mobility solutions and vertical industry solutions in Europe. At
present Jonas Persson is an advisor to Microsoft and board director at Automic
Software and Tia Technologies.

Markus Roithmeier has previously held positions within Investor Panopticon AB,
and has been board director of DataVirtuality, VP Sales of QlikTech AB, VP Sales
& Marketing Jedox AG, and managing consultant with PA Consulting Group. At
present he is board director of TIS GmbH and board observer of Automic Software.

Per Franzén has previously been board director of AcadeMedia, Duni, Securitas
Direct and SSP. At present, he is partner at EQT Partners, board director of
Anticimex, Automic Software, Eton, Evidensia, and board observer of Piab.

Johannes Reichel has previously held positions within Deutsche Bank. He is
currently a director at EQT Partners and deputy board director of Automic
Software, CBR Fashion Group and Lima Corporate.

The board of IFS has also received the following proposal for resolution to the
annual general meeting from minority shareholders The Liverpool Limited
Partnership and Elliott International L. P. (the “Shareholders”), holding
approximately 12.1 percent of the shares and 9.5 percent of the votes in the
Company.

“The Shareholders propose that the annual general meeting, in accordance with
Chapter 18 Section 11 of the Companies Act, resolves on a minority dividend of
SKr 3.18 per share [based on the assumption that 426,600 shares of series B are
held by IFS in own custody]. March 16, 2016 shall be the record date for the
dividend.

According to the annual financial statements for 2015, the annual profits for
IFS amount to SKr 198 million. IFS has no accumulated losses from the previous
year and IFS is not under requirement to allocate any part of such profits to
non-distributable equity (and no such allocations have been made).

It can be concluded that the annual general meeting shall, in accordance with
Chapter 18 Section 11 paragraph 1 of the Companies Act, resolve to distribute
SKr 99 million, which equals half of the remaining profits for the year.

With reference to the fact that the annual general meeting is not obliged to
resolve on a dividend of more than 5 percent of IFS’s equity (SKr 1,563
million), compare Chapter 18 Section 11 paragraph 4 of the Companies Act, the
Shareholders have accordingly decided to propose a dividend of a total of SKr
78.15, which equals SKr 3.18 per share.

Based on available information, such a dividend would, according to the
Shareholders’ opinion, be compliant with the provisions in Chapter 17 Section 3
of the Companies Act.”

Statement of the board of IFS on the proposed minority dividend

In view of The Liverpool Limited Partnership’s and Elliott International L.P.’s
proposal for a dividend of SKr 3.18 per share, totaling SKr 78.15 million, in
accordance with the provisions of Chapter 18, Section 11 of the Swedish
Companies Act, and taking into account that the Company’s main owner IGT Holding
IV AB has declared to the Board that it will not oppose such proposal, the Board
has reason to revise its assessment regarding the justifiability to pay
dividends previously made in the notice to convene the AGM.

The proposed dividend will reduce the Company’s equity ratio from 70 percent to
69 percent, and the IFS Group’s equity ratio from 45 percent to 44 percent. The
proposed measure is not expected to affect the Company's ability to timely
fulfill current and future payment obligations. The Company’s liquidity forecast
comprises a readiness to handle variations in the current payment obligations.
The Company's financial position does not give rise to any assessment other than
that the Company can continue its business and that it can be expected to fulfil
its short-term and long-term commitments.

The Board is of the opinion that the size of the equity as reported in the
latest annual report is in reasonable proportion to the scale of the Company's
operations and the risks associated with its operations, taking into account the
proposed dividend.

In view of the above and based on what the Board is otherwise aware of, the
Board considers that the proposed dividend, based on a comprehensive assessment
of the financial position of the Company and the IFS Group, is justifiable in
accordance with Chapter 17, Section 3, Paragraphs 2 and 3 of the Swedish
Companies Act, i.e. taking into consideration the requirements imposed by the
business’ nature, scope, and associated risks as regards the size of the equity
of the Company and the IFS Group and considering the need of the Company and the
IFS Group to strengthen its balance sheet, liquidity, and financial position in
general.

The AGM will take place on Monday, March 14th, 2016.
Jesper Alwall, General Counsel. Telephone: +46 8 58 78 45 00,
jesper.alwall@ifsworld.com

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

IFS (http://www.ifsworld.com/en/)™ is a globally recognized leader in developing
and delivering enterprise 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) founded in 1983 and currently has over 2,800 employees. IFS supports
more than 1 million users worldwide from its network of local offices and
through a growing ecosystem of partners. For more information
visit: www.ifsworld.com.

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creativity: http://blog.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 March 11, 2016 at 8:45 a.m. (CET).