Annual general meeting in IBS AB
This is a non-official translation of the Swedish original wording. In case of discrepancies between the English translation and the Swedish original, the Swedish text shall prevail.
Annual general meeting in IBS AB will be held Wednesday 22 June 2011 at 9.00 a.m. (CET), at the company´s premises at Hemvärnsgatan 8 in Solna. Registration and entering start at 8.30 a.m.
RIGHT TO PARTICIPATE AND NOTICE OF ATTENDANCE
Shareholders who want to participate in the general meeting shall
- be listed in the share register kept by Euroclear Sweden AB on Thursday 16 June 2011, and
- give notice to the company of their intention to participate in the general meeting no later than Thursday 16 June 2011.
Notice can be made in writing at the address IBS AB, Attn. Årsstämma, P.O. Box 1350, 171 26 Solna, Sweden, or by telephone +46 8 627 23 03, fax +46 8 29 16 60, by e‑mail arsstamma@ibs.net or via IBS website www.ibs.net. When giving notice of attendance, name, personal identity number/corporate identity number, address, and telephone number must be stated. The notice shall also include the number of assistants (no more than two) that the shareholder intends to bring to the general meeting. If a shareholder is represented by proxy, such proxy should be submitted together with the notification of attendance. A proxy form is available at the company’s website www.ibs.net and will be sent to shareholders who require it and state their postal addresses. Representative of a legal entity shall present a copy of certificate of registration or other documents of authorization showing authorized signatory.
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the general meeting, arrange for those shares to be registered temporarily in their own names with Euroclear Sweden AB. A shareholder who wants such registration made must notify his or her nominee well in advance of Thursday 16 June 2011, when such registration shall be executed.
Proposed agenda
- Opening of the general meeting
- Election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the general meeting has been duly convened
- Presentation of the annual report and the auditor’s report, and the group accounts and the auditor’s report for the group
- Resolution on adoption of profit and loss account and balance sheet, and of the consolidated profit and loss account and consolidated balance sheet
- Resolution on allocation of the company’s earnings in accordance with the adopted balance sheet
- Resolution on discharge from liability for the members of the board of directors and CEO
- Resolution on the number of board members
- Resolution on fees to the board of directors
- Election of board members and chairman of the board
- Resolution on fees to the auditor
- Resolution on alteration of the articles of association
- Closing of the general meeting
Resolution on allocation of the company’s earnings in accordance with the adopted balance sheet (item 9)
The board of directors proposes that no dividend shall be paid for the financial year 2010 and that earnings shall be carried forward.
Resolution on alteration of the articles of association (item 15)
The board of directors proposes that the general meeting resolves that the articles of association shall be altered mainly as follows.
- Current wording § 9: The company shall have one or two auditors, with or without deputy auditors, or a registered accounting firm. The board of directors may appoint an auditor for special review under chapter 13, section 8 of the Swedish Companies Act (ABL); chapter 14, section 10 ABL; chapter 15, section 10 ABL; chapter 20, section 14 ABL and chapter 23, section 12 ABL. The auditor appointed by the board of directors shall be authorized or approved public accountant or a registered accounting firm.
Proposed wording § 9: The company shall have one or two auditors, with or without deputy auditors, or a registered accounting firm. The assignment as an auditor shall last until the end of the general meeting that is to be held in the fourth financial year after the auditor was appointed. The board of directors may appoint an auditor for special review under chapter 13, section 8 of the Swedish Companies Act (ABL); chapter 14, section 10 ABL; chapter 15, section 10 ABL; chapter 20, section 14 ABL and chapter 23, section 12 ABL. The auditor appointed by the board of directors shall be authorized or approved public accountant or a registered accounting firm.
- Current wording § 10: Notice to attend general meeting shall take place through an announcement in Post- och Inrikes Tidningar and in Svenska Dagbladet. Notice to attend annual general meeting and extraordinary general meeting at which alterations of the articles of association are to be addressed shall be issued not earlier than six and no later than four weeks prior to the meeting. Notice to other extraordinary general meeting shall be issued not earlier than six and no later than two weeks prior to the meeting. Other notices to the shareholders shall take place through regular mail.
Proposed wording § 10: Notice to attend a general meeting shall take place through an announcement in Post- och Inrikes Tidningar and by making the notice of attendance available on the company’s website. Announcement that notice has taken place shall be published in Svenska Dagbladet.
- Current wording § 11: Shareholders who want to participate in general meeting shall be recorded in a printout or other presentation of the entire share register as regards the conditions five weekdays before the general meeting, and notify the company no later than 12.00 on the day stated in the notice to the meeting. Such date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or new Year´s Eve and may not occur earlier than the fifth weekday prior to the meeting. Shareholders may be accompanied by one or two assistants, but only if the shareholder has made a notification thereof in the manner stated in the preceding section.
Proposed wording § 11: Shareholders who want to participate in general meeting shall be recorded in a printout or other presentation of the entire share register as regards the conditions five weekdays before the general meeting, and notify the company not later by the day stated in the notice to the meeting. Such date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or new Year´s Eve and may not occur earlier than the fifth weekday prior to the meeting. Shareholders may be accompanied by one or two assistants, but only if the shareholder has made a notification thereof in the manner stated in the preceding section.
The heading of § 10 of the articles of association is proposed to be altered as follows.
- Current wording of the heading in § 10: Notice to attend a general meeting and other communications.
Proposed wording of the heading in § 10: Notice to attend a general meeting.
DOCUMENTS
Accounting documents and the auditor’s report will be available at the company’s head office, Hemvärnsgatan 8 in Solna, as from 8 June 2011 and will also be sent to shareholders who require it and state their postal addresses. The documents will in connection herewith also be available at the company’s website www.ibs.net.
Stockholm in May 2011
IBS AB (publ)
The Board of Directors
For more information, please contact:
Jeanette C Lind
VP of Corporate Marketing
IBS AB
46 70 860 25 73
jeanette.lind@ibs.net
IBS in brief
With over 30 years of experience, IBS is a leading provider of distribution management solutions. IBS focuses on industries such as automotive, electrical components, paper & packaging and pharmaceutical distribution. More than 4,000 customers across some 40 countries use IBS software to gain fast and measurable returns on IT investments.
IBS B share is listed on NASDAQ OMX First North Stockholm. For more information, please visit www.ibs.net
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