IBS' articles of association

(Established at the Annual General Meeting on May 9, 2006)

Swedish Company Registration Number 556198-7289

§ 1 Registered name The registered name of the Company is IBS AB. The company is a Public company.

§ 2 Registered office The company’s registered office is in Stockholm, Sweden.

§ 3 Business operations The Company shall, directly or through subsidiaries, develop and sell computer-based business systems, sell computer equipment, offer technical, financial and business consultancy services, provide financing services, and manage the Company’s real estate and moveable property and conduct other compatible businesses.

§ 4 Share capital and number of shares The share capital shall amount to not less than SEK ten million (10,000,000) and not more than SEK forty million (40,000,000). The number of shares shall be not less than 50 000 000 and not more than 200 000 000.

§ 5 Share classes and number of votes per share Shares are issued in two classes, denoted as class A and class B. Class A shares may total not more than five million (5,000,000). All other shares are to be class B shares. Class A shares hold ten (10) votes per share and class B shares hold one (1) vote.

§ 6 Preferential rights in new issues and rights in cash issues If the share capital is increased in a cash issue or an issue to settle a claim, old shares will have preferential rights to new shares of the same class (primary preferential rights). Shares not subscribed by shareholders with primary preferential rights, or alternatively by holders of issued subscriptions rights, are to be offered to all Company shareholders (subsidiary preferential rights). If the number of shares thus offered is lower than the number subscribed through subsidiary preferential rights, the shares are to be distributed among the subscribers in relation to the number of shares previously owned, or, if this is not possible, by drawing of lots.

For cash issues or issues to settle claims that consist of a single share class, all shares, regardless of class, shall carry preferential rights to new shares of the same class in proportion to the number of shares previously owned.

If the Company decides to issue subscription options or warrants through a cash issue or an issue to settle claims, the shareholders have preferential rights to subscription options or warrants as if the issue applied to the shares by which the subscription options or warrants may be replaced.

If the share capital is increased through a bonus issue or an issue to settle claims, new shares shall be issued of each class in proportion to the existing number of shares of each class. Old shares of one of the classes shall give preferential rights to new shares of the same class in relation to their proportion of the share capital

What is stated above shall not entail any limitation in the ability to take decision on a cash issue or an issue to settle claims with deviation from preferential shareholders’ rights according to the Swedish Companies Act or a bonus issue of a new class of shares after making the necessary amendments to the Articles of Association.

§ 7 Conversion of A shares to B shares An A share will be converted to a B 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.

§ 8 Number of Board members and term of office The Board of Directors shall consist of 3-8 members elected at the Annual General Meeting (AGM) for the period until the end of the next AGM.

§ 9 Auditors The Company shall have one or two auditors, with or without deputy auditors, or an authorized public accounting firm. The Board of Directors may appoint an Auditor to perform a special examination in accordance with the Swedish Companies Act § 13:8, § 14:10, § 15:10, § 20:14 and § 23:12. The Auditor, who is to be appointed by the Board of Directors, must be an Authorized or Approved Public Accountant or an Authorized Public Accounting Firm.

§ 10 Notice of Annual General Meeting and other announcements The notice of the Annual General Meeting is to be provide in the form of announcements in the Swedish newspapers “Post- och Inrikes Tidningar” and “Svenska Dagbladet” or another national daily newspaper. Notice of the Annual General Meeting, as well as notices of extraordinary shareholders’ meetings at which changes in the Articles of Association are to be considered, must be issued not more than six weeks and not less than four weeks before the meeting. Invitations to other extraordinary shareholders’ meetings must be issued not more than six weeks and not less than two weeks before the meeting. Other announcement to the shareholders must be issued in the form of letters by post.

§ 11 Right to participate in shareholders’ meetings Shareholders wishing to participate in a shareholders’ meeting must be registered in the shareholder register reflecting conditions five weekdays before the meeting and must give notice of participation to the Company by 12 noon on the day specified in the invitation to the shareholders’ meeting. That day may not be a Sunday, Bank Holiday, Saturday, Midsummer Night's Eve, Christmas Eve or New Year's Eve and may not fall earlier than on the fifth weekday prior to the meeting. Shareholders attending a shareholders’ meeting are entitled to bring one or two assistants, although notification must be provided to the company according to the procedure described above.

§ 12 Right of external parties to attend shareholders’ meetings The Board of Directors may decide that persons who are not shareholders in the company are entitled to attend shareholders’ meetings or in some other manner follow the proceedings.

§ 13 Annual General Meeting The following items must be included in the AGM agenda:

1. Election of the chairman for the meeting

2. Establishment and approval of the list of shareholders entitled to vote

3. Approval of the agenda

4. Election of one or two minutes checkers

5. Determination that the Meeting was properly convened

6. Presentation of the Annual Report and the Auditors' Report for the Company and the consolidated accounts and Auditors' Report for the Group

7. Decisions a) on the adoption of the Income Statement and the Balance Sheet and of the Consolidated Income Statement and the Consolidated Balance Sheet b) on the disposition of the Company's profit or loss as shown in the Balance Sheet adopted by the Meeting c) on the discharge of the Board of Directors and the President from liability for the financial year

8. Determination of the number of Board members

9. Determination of the fees to be paid to the Board of Directors and Auditors

10. Election of Board members and auditors and deputy auditors as appropriate

11. Decision on Nomination Committee

12. Decision on principles for salary and other terms of employment for company management

13. Other matters which the Meeting shall address in accordance with the Swedish Companies Act or the Articles of Association

§ 14 Fiscal year The Company’s fiscal year is the calendar year.

§ 15 Record proviso The Company’s shares must be registered in a control register according to the Financial Instruments Accounts Act (1998:1479).

Contact IBS for more information. »