Notice to the Annual General Meeting of IBS AB (publ)

Please Note: NEW DATE!

(This replaces the invitation you may have received earlier)

The Shareholders of IBS AB (publ) are hereby invited to the Annual General Meeting (AGM) to be held on 12 June, 2003, at 6 p.m. (local time) at Näringslivets Hus, Storgatan 19, Stockholm. (Please Note: New date and new venue.) 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!

The date for the AGM has been changed, since a mistake has been made by the independent supplier contracted by IBS to distribute the invitation to IBS’ AGM. This has been published in one of Sweden’s largest national newspapers and on IBS’ corporate homepage. Due to an error made by the contracted supplier, however, the personal invitation has not reached all shareholders within the stipulated period of time. To ensure all shareholders the same conditions of participation in the AGM, IBS’ Board of Directors has therefore decided to move the AGM to 12 June 2003, at 6 p.m. We regret any inconvenience caused by this change.

A. Participation etc.
Shareholders who wish to participate in the AGM must give notice of their participation no later than
10 June, 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 Monday, 2 June, 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 7 and 9) as well as the Board of Directors’ complete proposal
regarding items 10 and 14 will be made available at the Company’s headquarters, Hemvärnsgatan 8, Solna, Sweden, from Monday, 28 May, 2003

B. Items to be handled at the AGM
B.I 1. Proposed Agenda

Opening of the AGM
2. Election of Chairman for the meeting
3. Election of one or two persons to verify the minutes
4. Preparation and approval of the voting list
5. Establishing 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 Managing Director addresses the AGM
9. Resolutions in respect of:
a) adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet
b) appropriation of the Company's earnings according to the adopted balance sheet, whereby the Board suggests that no dividend will 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.
10. Proposed change of the Articles of Association, § 6,first section, § 7 and § 8, last section.
11. Determination of the number of Board Members and Deputy Board Members
12. Determination of fees to the Board of Directors and the Auditor
13. Election of Directors, prior to which the Chairman presents the various assignments in other companies held by the nominees.
14. Proposal regarding issue of a promissory note with detachable warrants
15. Closing of the AGM


B. II The Board’s proposal regarding change of the Articles of Association (item 10 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").

§ 7 "The Invitation to the AGM is to be announced in the form of advertisements in the Swedish papers "Post- och Inrikes Tidningar" and "Svenska Dagbladet" or another national daily newspaper. Other information to the shareholders is to be distributed by post. Shareholders wishing to participate in the AGM should be listed in the Shareholders' Register as compiled ten days before the AGM, and also give notice of participation to the Company by 12 noon on the day specified in the Notice. That day must not be a Sunday, Bank Holiday, Saturday, Midsummer Night's Eve, Christmas Eve or New Year's Eve and must not fall earlier than on the fifth weekday prior to the AGM." (instead of "The Notice of the AGM is to be announced in the form of advertisements in the Swedish papers "Post- och Inrikes Tidningar" and "Dagens Nyheter" or any other national daily newspaper, as well as distributed by post. Other information to the shareholders is to be distributed by post. Shareholders wishing to participate in the AGM should be listed in the Shareholders' Register as compiled ten days before the AGM, and also give notice of participation to the Company by 12 noon on the day specified in the Notice. That day must not be a Sunday, Bank Holiday, Saturday, Midsummer Night's Eve, Christmas Eve or New Year's Eve and must not fall earlier than on the fifth day prior to the AGM".)

§ 8: Deletion of the section "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 13 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 proposal:

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 12 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 external Board Members is increased from six to eight persons. It is proposed ,thus, 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 14 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 preferential 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 preferential 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 16 June, 2003, at the latest. Subscription of shares by virtue 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 into 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