Notice of Annual General Meeting of IBS AB

The shareholders of IBS AB are hereby invited to attend the AGM to be held on Tuesday May 9, 2006 at 6 p.m. at World Trade Center, Klarabergsviadukten 70, Stockholm. The meeting will be preceded by a light meal, which will be served from 5:15 p.m. onwards. A. PARTICIPATION Shareholders intending to participate in the AGM must give notice of their participation no later than Wednesday May 3, 2006 at 12.00 noon in writing to IBS AB, Att: Helena Magnusson, P.O. Box 1350, SE-171 26 Solna, Sweden, by telephone on +46 (0)8-627 23 98, or by e-mail at helena.magnusson@ibs.net. The notification must include name, personal/corporate identity number, address and number of registered shares held. Shareholders wishing to be represented through power of attorney should submit a written and dated power of attorney, granting authorization to a specified person, together with the notice of participation. Shareholders representing a legal entity must present a copy of the certificate of incorporation or a similar document showing the authorized signatories. Shareholders who have given notice to attend and are registered in the share register kept by VPC AB (the Swedish Securities Register Centre) on Wednesday May 3, April, 2006 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 with VPC by this date. Such registration, which can be made on a temporary basis, should be requested from the trustee well in advance of this date. Please note that this procedure also encompasses shareholders who utilize a shareholders’ deposit account in a bank, or who trade via the Internet. Financial accounts and audit reports (Item 7) as well as the boards complete proposals for decision on item 10 and 15, will be available at the company’s Head Office, Hemvärnsgatan 8, Solna from and including Tuesday April 25, 2006. Documents will also be available for access on the company’s website (www.ibs.net) as well as at the venue of the AGM. B. PROPOSED AGENDA FOR THE AGM 1. Opening of the AGM 2. Election of Chairman of the meeting 3. Election of one or two persons to verify the minutes 4. Preparation and approval of the voting list 5. Establishment of whether the AGM has been duly convened 6. Presentation and approval of the Board of Directors’ proposed agenda 7. Presentation of the Annual Report, Auditor’s Report and the Consolidated Annual Report and the Auditor’s Report on the Consolidated Annual Report 8. The Chairman of the Board and the President addresses the AGM 9. Resolutions in respect of: a) adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet b) appropriation of the company’s earnings in accordance with the adopted Balance Sheet. c) discharge from liability for the members of the Board of Directors and the President. 10. The Board of Directors’ proposal regarding amendment of the Articles of Association 11. Determination of the number of Board Members. 12. Determination of Board and Auditor fees 13. Election of the Board of Directors, Chairman and Auditors 14. Decision on Nomination Committee 15. The Board of Directors’ proposal for repurchase of shares 16. Report of the Remuneration Committee 17. Closing of the AGM. C. DECISION ITEMS Chairman of the AGM (item 2 on the agenda) The Board of Directors proposes that attorney-at-law Lars Söderlund of the Lindahl law firm be elected Chairman of the meeting. Proposal of the Board or Directors regarding appropriation of the Company’s earnings (item 9b on the agenda) The Board of Directors and the President propose that the earnings totaling SEK 662,468,353 at the disposal of the AGM be distributed as follows: A dividend of SEK 2.00 per share is to be paid. The dividend is based on the number of shares, which amounts to 79,608,030, corresponding to a total dividend of SEK 159,216,060. In addition, there is an options program with 4,000,000 options that entitles holders to subscribe to new B shares during the month of May. This means that the options that have been registered as shares on the record date will be included in the proposed dividend. If all options are converted to shares and registered on the record date, the dividend will be based on at most 83,608,030 shares, corresponding to a dividend of SEK 167,216,060. The Board of Directors proposes May 12, 2006 as the record date. Proposal of the Board of Directors regarding amendment of the Articles of Association (item 10 on the agenda) The proposed amendments of the Articles of Association are an adaptation to the 2005 Swedish Companies Act that took effect on January 1, 2006. In addition, the proposal includes a new item regarding conversion of series A shares to series B shares. The main amendments to the Articles of Association proposed by the Board of Directors are as follows: a) The provision regarding the par value of the share is to be eliminated and replaced with a provision stating that the number of shares shall be not less than 50,000,000 and not more than 200,000,000. b) A provision is to be introduced stating that preferential rights shall be the same for share issues to offset claims as for cash issues and that such preferential rights shall also apply for the issue of subscription options and warrants. c) A restriction on the right to convert A shares to B shares is to be introduced with the following wording: “An A series share will be converted to a B series share if the owner of such a share so requests. Application for conversion must be in writing to the Board of Directors. In the application, the shareholder must specify how many shares are to be converted and, if the conversion does not comprise the entire shareholding, specify which shares are to be converted. The company’s Board of Directors must consider the application at the first Board meeting held after receiving the application. The conversion shall be reported for registration in the company’s share registers without delay and is complete when registration has taken place and a notation in the settlement register has been made. Replacement of the shares shall take place as soon as possible thereafter.” d) The provision regarding the period for which auditors are elected is to be eliminated, since this matter is regulated in the new Companies Act. e) A provision is to be introduced stating that shareholders who wish to participate in the AGM must be included in the share register not later than five days prior to the Meeting, instead of ten days as previously. f) A rule is to be introduced stating that external parties are entitled to participate or in some other manner follow the proceedings of the AGM subject to the conditions established by the Board of Directors. g) The provisions regarding the matters to be considered by the AGM are to be amended to include new agenda items relating to decision on a Nomination Committee for the next AGM and approval of principles for salary and other terms of employment for company management. For decisions according to this item 10, the Meeting’s decision must be supported by shareholders representing at least 2/3 of both the votes cast and the shares represented at the Meeting. It has come to the attention of the Board of Directors that Catella Investments, Silverpoint Capital, Case Funds, Catella Funds, Robur Funds and Gunnar Rylander (“the Owner Group”), together representing 48.1 percent of the voting rights for all shares in the company, intend to support the proposals below under items 11-13 on the agenda. Decision regarding number of members of the Board of Directors (item 11 on the agenda). The Owner Group proposes seven ordinary Board members and no deputy members. Board fees/audit fees (item 12 on the agenda) At present, Board fees total SEK 1,850,000 with SEK 500,000 paid to the Chairman and SEK 150,000 each to other Board members plus supplementary fees amounting to at most SEK 300,000 to be distributed to the members of the Board of Directors appointed to committees according to the Board’s decisions. The Owner Group proposes the following fee level for the coming period until the next AGM: SEK 600,000 to the Chairman, SEK 200,000 to other Board members plus supplementary fees amounting to at most SEK 300,000 to be distributed to the members of the Board of Directors appointed to committees according to the Board’s decisions, corresponding to total fees of at most SEK 2,100,000. Fees to the auditors are proposed to be paid as previously according to separate invoices. Election of the Board of Directors (item 13 on the agenda) The Owner Group proposes election of members of the Board of Directors as follows: Elisabet Annell (re-election) Johan Björklund (re-election) Kai Hammerich (re-election) Sigrun Hjelmquist (re-election) Lars V Kylberg (re-election) Stig Nordfelt (re-election) Lars Nyberg (re-election) Staffan Ahlberg has declined re-election to the Board of Directors. The Owner Group proposes re-election of Lars Nyberg as Chairman of the Board of Directors. It is noted that KPMG Bohlin AB with supervising auditor Anders Malmeby were elected as the audit company at the 2004 AGM for the period until the closing of the 2008 AGM. Decision on Nomination Committee (item 14 on the agenda) As part of the company’s compliance with the Swedish Code of Corporate Governance, it is proposed that a Nomination Committee be established with responsibility for preparing and presenting proposals for the Chairman and members of the Board of Directors, as well as auditors, to the 2007 AGM. The Nomination Committee will also propose fees to the Board of Directors, Board committees and auditors, as well as a process for appointment of a new Nomination Committee. It is proposed that the Nomination Committee shall consist of the Chairman of the Board plus one representative for each of the four largest owners. As soon as possible after September 30, the Chairman of the Board will contact the company’s four largest owners, each of which is entitled to appoint a member of the Nomination Committee. If any of the four largest owners decline the right to appoint a member of the Nomination Committee, the next largest owner in turn will be given an opportunity to appoint a member of the Nomination Committee. If several shareholders decline, no more than the eight largest owners need be consulted, as required to ensure that the Nomination Committee consists of at least four members (including the Chairman of the Board). If the ownership structure should change as of the end of the fourth quarter, the composition of the Nomination Committee should be adapted to reflect the new ownership structure, if possible. Changes in ownership thereafter should not occasion any change in the composition of the Nomination Committee. Shareholders that have appointed a member of the Nomination Committee have the right to discharge such a member and appoint a new member of the Nomination Committee. In the case where a shareholder’s member leaves the Nomination Committee and the shareholder does not appoint a new member, the next largest owner will be given an opportunity to appoint a member of the Nomination Committee as described above. The Nomination Committee’s chairman will be elected by and among the committee members, although not the Chairman of the Board of Directors. The Nomination Committee shall serve until such time as a new Nomination Committee is appointed. The Code of Corporate Governance shall constitute the guidelines for the Nomination Committee’s work. Information regarding the composition of the Nomination Committee (including the names of the members and the shareholders that they represent) shall be announced as soon as the Nomination Committee is appointed. Changes in the composition of the Nomination Committee shall be announced as soon as such changes occur. Proposal of the Board of Directors for repurchase of shares (item 15 on the agenda) The Board of Directors decided to propose that the AGM grant authorization for the Board of Directors on one or more occasions during the period until the next AGM to take decision on acquisition of the company’s own shares. This authorization applies to B series shares. Acquisition shall take place on the Stockholm Stock Exchange within the interval of the highest and the lowest quoted buy price at any given time. The authorization is subject to the restriction that the company’s holding of treasury shares may not at any given time exceed 10 percent of all shares in the company. The objective of this authorization is in part to allow the Board of Directors to adjust the capital structure, thereby creating added value for the company’s shareholders. Furthermore, the Board of Directors proposes that the AGM grant authorization to the Board of Directors on one or more occasions during the period until the next AGM to divest treasury shares in some other manner than via the Stockholm Stock Exchange as payment or financing for company acquisitions, including the right for the Board of Directors to disapply preferential shareholder rights. Payment for treasury shares shall be possible with other means than cash, such as a contribution in kind, offsetting of a claim or other terms. The authorization may include all or a portion of the treasury shares held by the company at any given time. The objective of this authorization is to be able to finance possible company acquisitions cost-effectively, which is also the reason for the disapplication of preferential shareholder rights. For decisions according to this item, the Meeting’s decision must be supported by shareholders representing at least 2/3 of both the votes cast and the shares represented at the Meeting. Stockholm, April 2005 The Board of Directors