Annual General Meeting of IBS AB (publ)

The Shareholders of IBS AB (publ) are hereby invited to the Annual General Meeting (AGM) to be held on 12 May, 2003, at 6 p.m. (local time) at Sheraton Stockholm Hotel, Tegelbacken 6, Stocholm. The proceedings will be conducted in the Swedish language. Prior to the meeting, a light meal will be served, starting at 5.15 p.m. Welcome!

A. Participation etc.

Shareholders who wish to participate in the AGM must give notice of their participation no later than 7 May, 2003, at 12.00 noon, in writing to IBS AB, Attention: Kerstin Sandberg, P.O. Box 1350,
SE-171 26 Solna, Sweden, or by telephone +46-8-627 2401, or by email kerstin.sandberg@ibs.se. The notification must include name, address and number of shares held. Shareholders who wish to be represented through power of attorney should submit a written and dated power of attorney, giving authorisation to a specified person, together with the notice of participation.

Shareholders that have given notice and are registered in the share register kept by VPC (The Swedish Securities Register Centre) on Friday, 2 May, 2003, are entitled to participate in the AGM. Shareholders, who have their shares registered in the name of a trustee must, in order to participate in the AGM, register their shares in their own name by this date with VPC. Such registration, which can be made on a temporary basis, should be requested from the trustee well in advance of this date.

Accounts and audit reports (items 6 and 8) as well as the Board of Directors’ complete proposal
regarding items 9 and 13 will be made available at the Company’s headquarters, Hemvärnsgatan 8, Solna, Sweden, from Monday, 28 April, 2003

B. Proposed Agenda for the AGM
B. I 1. Opening of the AGM
2. Election of Chairman for the meeting
3. Election of one or two persons to verify the minutes
4. Establishing whether the AGM has been duly convened
5. Presentation and approval of the Board of Directors’ proposed agenda
6. Presentation of the Annual Report, Auditor’s Report and the Consolidated Annual Report and the Auditor’s report on the Consolidated Annual Report
7. The Managing Director addresses the AGM
8. Resolutions in respect of:
a) the adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet
b) the appropriation of the Company's earnings according to the adopted balance sheet, whereby the Board suggests that no dividend be paid for the financial year 2002. The accumulated loss in the Parent Company amounts to SEK -129,124,428. The Board of Directors proposes that this loss is covered by utilisation of the share premium reserve to the amount of SEK 129,124,428. The Group’s accumulated loss amounts to SEK 112,235,000. Hence, no transfer to the restricted reserves is necessary.
c) discharge from liability for the members of the Board of Directors and the Managing Director.
9. Proposed change of the Articles of Association, § 6,first paragraph, and § 8, last paragraph.
10. Determination of the number of Board Members and Deputy Board Members
11. Determination of fees to the Board of Directors and the Auditor
12. Election of Directors, prior to which the Chairman presents the various assignments in other companies held by the nominees.
13. Proposal regarding issue of a promissory note with detachable warrants
14. Closing of the AGM


B. II The Board’s proposal regarding change of the Articles of Association (item 9 on the agenda)

The proposed changes are:

§ 6: The Board of Directors is to consist of 3-8 members with a maximum of three Deputy Members (instead of 3-7 members with a maximum of three Deputy Members)

§ 8: Deletion of the paragraph "Each shareholder is entitled to vote at the AGM for the entire number of shares held, or represented by power of attorney, with no limitation in number whatsoever.", as this text is now included in the Swedish Companies’ Act.


B. III Election of Directors (item 12 on the agenda)

Prior to the AGM, the Chairman of the Board has, as is customary, had a dialogue with the largest shareholders of the Company regarding the nomination of Board Members. The outcome of this dialogue showed that Catella Holding, Catella Fonder, Sjätte AP-fonden, Didner and Gerge Fonder, Robur Fonder, Gunnar Rylander (including company holdings) and Staffan Ahlberg (including family holdings) (= the Owner Group), representing approximately 54.7 per cent of the total number of votes in the Company, have agreed to approve the following proposals..

Staffan Ahlberg (re-election)
Elisabet Annell (re-election)
Johan Björklund (re-election)

Kai Hammerich (re-election)
Lars V Kylberg (re-election)
Stig Nordfelt (re-election)
Gunnar Rylander (re-election)
Sigrun Hjelmquist (new member).

Sigrun Hjelmquist holds a Master’s Degree in Applied Physics. She is Partner and Investment Manager of BrainHeart Capital. Sigrun Hjelmquist was a Board Member of IBS during the period 1999-2001.

For a number of years, the Board has appointed a Remuneration Committee and an Audit Committee, with two Board Members in each committee.

Fees to the Board of Directors and Auditor (item 11 on the agenda)

The present fees to the Board of Directors amount to SEK 700,000, allocated as SEK 200,000 to the Chairman of the Board and SEK 100,000 to each of the five external Board Members. For 2003, the Owner Group proposes an increase to SEK 900,000 in total, on the grounds that the number of Board Members is increased to eight persons. It is proposed that the individual fees remain unchanged, i.e. SEK 100,000 to external Board Members and 200,000 to the Chairman of the Board. The remuneration to the auditor shall be paid on the basis of statements of accounts, as before.
B. IV Proposal of an issue of a promissory note with detachable warrants (item 15 on the agenda)

The Board proposes for AGM approval that IBS AB (publ) should take a loan of a maximum SEK 10,000, with deviation from the pre-emption rights of the shareholders, by an issue of a promissory note with 4 (four) million detachable warrants, qualifying for subscription of the same number of B-shares in the Company. The issue of the promissory note with detachable warrants should, with deviation from the pre-emption rights of the shareholders, be directed to the wholly-owned subsidiary under formation, IBS Verksamhetsutveckling AB (the Subsidiary), with the right and obligation of the Subsidiary to offer senior management and key persons within the IBS Group to acquire the warrants at market price. The distribution of the warrants is to be decided upon by the Board of Directors. The allotment of warrants to the present employees of the Company is limited to 3,000,000 in total. The remaining warrants should be kept by the Subsidiary and be offered to future employees and key persons, in accordance with the directives of the Board of Directors, at market price.

The promissory note with detachable warrants is to be issued at nominal value. The promissory note with detachable warrants is to be signed and paid for on 15 May, 2003, at the latest. Subscription of shares by conversion of warrants can be made during the period 1 May, 2006 up to and including 31 May, 2006. The warrants are to be transferable with pre-emption if the employment is terminated. The promissory note should bear no interest. The strike price for subscription of new shares should correspond to the amount of 175% of the weighted average share price during the period 22 April, 2003, up to and including 8 May, 2003.

If the total number of warrants is converted into shares, the share capital will increase by SEK 800,000, corresponding to a dilution of approximately 5 per cent of the equity and 3.7 per cent of the votes. When taking onto account the outstanding warrants in the current warrants program, the total dilution effect would amount to approximately 11 per cent of the equity, and approximately 8.3 per cent of the votes. However, since the current warrants program strike price is set at SEK 65 per share, the Board of
Directors deems it unlikely that these warrants will be used for subscription of new shares.

The motivation behind this proposal is to create conditions for keeping and recruiting competent staff, as well as to increase staff motivation. The Board believes that the implementation of an incentive program such as the one outlined above will benefit the Group and to the Company shareholders.

A decision regarding the warrants program is valid on condition that it is supported by at least nine tenths of the given votes, as well as of the shares represented at the AGM.



Stockholm, April 2003
The Board of Directors