IFS annual general meeting (AGM), March 25, 2011

IFS annual general meeting (AGM), March 25, 2011

The annual general meeting (AGM) of stockholders in Industrial and
Financial Systems, IFS AB (publ), approved the proposed dividend to
stockholders of SKr 3.00 per share. The record day for the dividend
shall be Wednesday, March 30, 2011. The dividend is expected to be
distributed on Monday, April 4, 2011. The AGM resolved to discharge the
members of the board and the chief executive officer from liability for
fiscal year 2010.

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
2.25 million be paid, of which SKr 1 million be paid to the chairman of
the board and SKr 275,000 to each of the other directors apart from the
chief executive officer (CEO). It was resolved that a 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
according to approved invoices.

REMUNERATION OF CORPORATE MANAGEMENT AND INCENTIVE PROGRAM
The AGM resolved to apply the following guidelines for remuneration to
senior executives, including the CEO (the ‘corporate management'), which
primarily entail that the remuneration and conditions of employment of
corporate 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 corporate 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. Variable remuneration paid
to corporate management, including the CEO, shall not exceed 50 percent
of the basic salary. 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 corporate
management can amount to a maximum of approximately SKr 11 million, of
which the variable annual remuneration for 2011 amounts to approximately
SKr 3 million. If targets are exceeded, variable remuneration to the
corporate management can amount to a maximum of approximately SKr 4
million for 2011.

The retirement age shall be 65, but the CEO and the company are entitled
to invoke the right to retirement at the age of 62. 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 senior executives and key personnel the opportunity
to acquire warrants in the company. The warrants will be valued at
market price. To stimulate participation in the program, it is proposed
that 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 2011 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 2014 until and including June 29, 2016, 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 20, 2011 and April 29, 2011. 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 of the
exercise period.

The proposal entails the issue of not more than 265,000 warrants. If all
265,000 warrants are exercised to subscribe for shares, the company's
capital stock will increase by SKr 5,300,000, 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 2008, 2009, and 2010, the four programs, on full
subscription, can entail a dilution of approximately 2.9 percent of the
existing capital stock and of approximately 1.9 percent of the voting
rights. However, 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 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 a participation
program will benefit the group and the company's shareholders.

RESOLUTION CONCERNING THE REDUCTION OF CAPITAL STOCK
In accordance with the authorization granted by the preceding AGM, the
board repurchased 500,000 of its own Series-B shares during 2010. The
AGM resolved to reduce the capital stock of the company by SKr
10,000,000 by withdrawing the repurchased Series B shares without
repayment. The reduction amount shall be allocated to the company's
reserve fund to be used as the AGM determines.

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, for example, by
minimizing the effects of dilution and share price exposure resulting
from the incentive program adopted by the AGM or any subsequent
incentive programs that may be adopted.

NOMINATION COMMITTEE
The AGM resolved to establish a nomination committee that, based on the
ownership structure as per August 31, 2011, consists of 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 2012.

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 shareholder by one percentage point.

In preparation of the AGM 2012, the nomination committee shall submit
proposals for resolution in the following issues:

  · Chairman of the AGM
  · Chairman of the board of directors and other members of the board of
directors of IFS
  · Directors' fees and other remuneration for boar assignments for each
of the board members and remuneration for committee work where required.
  · Auditors' fees
  · Rules and principles for establishing a nomination committee and its
duties for the AGM of 2013.

The nomination committee shall not be remunerated. Members shall,
however, to a reasonable extent be reimbursed for customary expenses
related to their work.

AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
The AGM resolved to amend the articles of association of the company
pursuant to the regulations introduced into the Swedish Companies Act as
of January 1, 2011 pertaining to a simplified AGM notification
procedure, as well as to lower the limits for the company's share
capital and for the maximum and minimum number of shares in the company.

Contact Information
Anne Vandbakk
Telefon: 46 8 58 78 45 00
Corporate Communications Director
anne.vandbakk@ifsworld.com (anne.vandbakk@ifsworld.com)

Frédéric Guigues
Telefon: 46 8 58 78 45 00
Investor Relations
frederic.guigues@ifsworld.com (frederic.guigues@ifsworld.com)