Report from the IBS AB Annual General Meeting on May 7, 2009

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At the annual general meeting of IBS AB on May 7, 2009 the shareholders resolved on the following which is summarized below.



Disposal of the result for the year

The annual general meeting resolved on disposal of the result for the year in accordance with the board’s proposal meaning e.g. that no dividend be paid for the fiscal year 2008.

Discharge from liability
The annual general meeting discharged the members of the board and the CEO from personal liability.

Election of the board of directors
The annual general meeting resolved that the number of board members shall continue to be six. Dr. Pallab Chatterjee, Vinit Bodas, Gunnel Duveblad, George Ho, Christian Paulsson and Bertrand Sciard were re-elected board members. Dr. Pallab Chatterjee was re-elected chairman of the board.

Remuneration to the board of directors
The annual general meeting resolved on remuneration to the board in accordance with the following.
Remuneration to the board shall be paid with SEK 600 000 to the chairman of the board, Dr. Pallab Chatterjee, SEK 200 000 to each of Vinit Bodas and George Ho and SEK 350 000 to each of Gunnel Duveblad, Christian Paulsson and Bertrand Sciard. For participation in the board’s remuneration committee, the chairman shall receive an additional amount of SEK 50 000 and the two other members SEK 25 000 per person. For participation in the board’s audit committee, the chairman shall receive an additional amount of SEK 100 000 and the other member SEK 50 000. Dr. Pallab Chatterjee shall receive an additional amount of SEK 150 000 as compensation for travelling time since he lives in USA.

Resolution on guidelines for remuneration of senior executives
The annual general meeting resolved to approve the board’s proposal for guidelines for remuneration of senior executives.
Resolution on amendment of the articles of association
The annual general meeting resolved on amendment of the articles of association in accordance with the board’s proposal meaning that the general meeting may be held, not only at the registered office of the company, but in Solna kommun as well and that resolution on nomination committee and resolution on remuneration and other terms of employment for the management of the company no longer shall be mandatory items under the articles on annual general meetings.

Resolution regarding an authorization for the board of directors to resolve on transfer of own shares
The annual general meeting resolved in accordance with the board’s proposal on an authorization for the board of directors to, on one or more occasions before the next annual general meeting, resolve on transfer of the company’s own shares of class B mainly in accordance with the following. Transfers may be made with or without deviation from the shareholders’ pre emptive rights in other ways than on a regulated market. Transfers may be made in respect of all the company’s own shares that the company holds at each point of time respectively of the board’s decision on the transfer. Transfers may only be made at a price per share at least corresponding to, or close to, the market value of the share. Payment of transferred shares may be made in cash consideration, non cash consideration or by set-off.

The purpose of the board’s proposal, as well as the reasons for permitting transfers with deviation from the shareholders’ pre-emptive rights, is to create acting space for the board to dispose of the own shares that after the decision of the extraordinary general meeting on 15 January 2009 no longer is held as security for the synthetic call option program in the way that is most value increasing for the shareholders by e.g. finance acquisitions of businesses or else to provide the company with capital. At present the company holds 2 303 800 own shares.
Resolution regarding an authorization for the board of directors to resolve on new issues

The meeting resolved in accordance with the board’s proposal on an authorization for the board of directors to, on one or more occasions before the next annual general meeting, resolve on new issues of shares of class B, warrants with the right to subscribe for shares of class B and/or convertible instruments with right to convert to shares of class B mainly in accordance with the following. New issues may be made with or without deviation from the shareholders’ pre emptive rights. By resolutions pursuant to the authorization, no more than 35 000 000 shares of class B may be issued in new issues of shares, share subscription upon exercise of warrants and/or conversions to shares which corresponds to approximately 21.7 percent of the number of shares and 17.1 percent of the votes (calculation being based on the total number of issued shares after full use of the authorization). Cash and set-off issues with deviation from the shareholders’ pre-emptive rights may only be made with a price corresponding to at least the market value less the market based discount that the board finds necessary in order to carry out the new issue. The board decides upon pricing at new issues where the shareholders’ pre-emptive rights are observed. The authorization shall include a right to resolve on new issues against payment in cash consideration, non cash consideration or by set-off and otherwise be consistent with the conditions referred to in chapter 2 section 5 second paragraph 2 - 3 and 5 of the Swedish Companies Act.

The purpose of the board’s proposal, as well as the reasons for permitting new issues with deviation from the shareholders’ pre emptive rights, is to create acting space for the board to finance acquisitions of businesses or else to provide the company with capital.

For more information, please contact:
Oskar Ahlberg, Senior Vice President of Communications, IBS AB
Tel: +46-70-244 24 75
oskar.ahlberg@ibs.net

IBS AB (publ) discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 17.15 CET on May 7.

IBS in brief
With over 30 years of experience, IBS is a leading provider of distribution management systems. IBS focuses on industries such as automotive, electrical components, paper & packaging and pharmaceutical distribution. More than 5,000 customers across some 40 countries use IBS software to gain fast and measurable returns on IT investments.

IBS B share is listed on OMX Nordic Exchange Stockholm. For more information, please visit www.ibs.net

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