This is a non-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
RIGHT TO PARTICIPATE AND NOTICE OF ATTENDANCE
Persons who want to participate in the general meeting shall
- be listed in the share register kept by Euroclear Sweden AB on Thursday 29 April 2010,
- give notice to the company of their intention to participate in the general meeting no later than Thursday 29 April 2010.
Notice can be made in writing at the address IBS AB, Attn. Årsstämma 2010, P.O. Box 1350, 171 26 Solna or by telephone +46 8 627 23 03, fax +46 8 29 16 60, by e mail email@example.com or via IBS website www.ibs.net. When giving notice of attendance, name, personal identity number/corporate identity number, address, telephone, and shareholdings must be stated. The notice shall also include the number of assistants that the shareholder intends to bring to the general meeting. If a shareholder is represented by proxy, such proxy should be submitted together with the notification of attendance. A proxy form is available at the company’s website www.ibs.net. Representative of a legal entity shall submit a copy of certificate of registration or other documents of authorization showing authorized signatory.
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the general meeting, arrange for those shares to temporarily be registered in their own names with Euroclear Sweden AB. Shareholders who want such registration must notify their nominee well in advance of Thursday 29 April 2010, when such registration shall be executed.
MATTERS AT THE GENERAL MEETING
Proposal of agenda
- Opening of the general meeting
- Election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the general meeting has been duly convened
- Presentation of the annual report and the auditor’s report, and the group accounts and the auditor’s report for the group.
- Resolution on adoption of profit and loss account and balance sheet, and of the consolidated profit and loss account and consolidated balance sheet
- Resolution on allocation of the company’s earnings in accordance with the adopted balance sheet
- Resolution on discharge from liability for the members of the board of directors and CEO
- Resolution on the number of board members
- Election of board members and chairman of the board
- Resolution on fees and other compensation to the board of directors
- Resolution on fees to the auditor
- Resolution on guidelines for remuneration of senior executives
- Closing of the general meeting
Election of chairman of the general meeting (item 2)
The shareholder Deccan Value Advisors L.P, together with closely connected companies, (together named ”the Principal Shareholder”) representing approximately 73 percent of the shares in the company and approximately 79 percent of the votes in the company, have notified the board of directors that they intend to propose Mattias Anjou, attorney at law, as chairman of the general meeting.
Resolution on allocation of the company’s earnings in accordance with the adopted balance sheet (item 9)
The following amounts are at the disposal of the annual general meeting: Premium reserve SEK 429 426 700, translation reserve SEK 24 832 507, retained earnings SEK 410 013 839 and net result for the year SEK -356 366 372, making a total of SEK 507 906 674. The board of directors proposes that no dividend be paid for the 2009 fiscal year and that the amount be distributed as follows: premium reserve SEK 429 426 700, translation reserve SEK 24 832 507 and retained earnings SEK 53 647 467.
Resolution on the number of board members, election of board members and the chairman of the board, resolution on fees and other compensation to the board of directors and resolution on fees to the auditor (items 11 – 14)
The Principal Shareholder has notified the board of directors that it intends to propose the following at annual general meeting:
Item 11: The number of board members shall be five, without deputy directors.
Item 12: Dr. Pallab Chatterjee, Vinit Bodas, Gunnel Duveblad, Christian Paulsson and Bertrand Sciard shall be re-elected board members. Dr. Pallab Chatterjee shall be re-elected as chairman of the board.
Item 13: Remuneration to the board shall be paid with SEK 600 000 to the chairman of the board, Dr. Pallab Chatterjee, SEK 200 000 to Vinit Bodas 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.
Item 14: The auditor shall receive compensation according to approved invoice.
Resolution on guidelines for remuneration of senior executives (item 15)
The board of directors proposes that the general meeting resolves on principally the following guidelines for remuneration of senior executives.
The guidelines shall apply for remuneration and other terms of employment for the executive management of the group which includes the CEO, all persons reporting directly to the CEO and the Executive Vice President of Corporate Development and M&A who reports to the board (“Executives”). The guiding principles will be valid for employment agreements entered into after the meeting and for any changes made to existing employment agreements thereafter. It is proposed that the board is given the possibility to deviate from the guide lines in individual cases where specific reasons exist.
Compensation components: The group compensation system comprises different forms of compensation in order to create a well balanced remuneration which strengthens and underpins long and short term objective setting and attainment.
Fixed salary: The fixed salary shall be individual and based on the scope and responsibility of the role as well as the individual’s competence and experience in relation to the role held.
Annual bonus: Executives shall have an annual bonus with annual measurement and payment. The annual bonus shall be structured as a variable component of the total cash remuneration package and shall primarily be related to the achievement of common group financial performance goals. The goals for the annual incentive shall be established annually by the board so as to sustain the business strategy and objectives.
Looking forward, the board recognizes that the Executives of the company will face serious challenges in returning the company to sustained profitability. To motivate them appropriately and at the same time to limit the company's fixed payroll costs, the board takes a view that wherever appropriate, it should seek to minimize the fixed element of cash compensation and maximize the bonus element of performance related cash compensation. Executives, excluding the CEO, shall have a bonus level in the range from 40 percent to a maximum of 70 percent of base salary, relative to their position. The CEO shall have a target bonus of 100 percent of base salary, which may be increased to 150 percent of the base salary if targets are exceeded. The CFO shall have a target bonus which may be increased to a maximum of 88 percent if company targets are exceeded. These are also the levels that apply today with the exception for the CFO’s target bonus which cannot exceed 50 percent.
Pension: The company shall make contributions for the Executives into defined contribution schemes, which shall be in the range of 8 – 25 percent of the salary. The pension able age for Swedish citizens is 65 years while other Executives follow the rules of their respective countries of residence.
Other benefits: Other benefits, such as company cars and health, medical and sickness related insurance schemes, should be in line with the market practice for the respective geographic market.
Stock based incentive program: An incentive scheme based on stock options and aimed at the CEO and senior management of the IBS Group was resolved by an Extraordinary General Meeting of Shareholders 15 January 2009. In total no more than 1 865 052 stock options will be granted in 2010.
Notice periods and severance agreements: The employment of the CEO and President of the company may end at any time upon the initiative of him or the company with 3 months notice. Other senior executives must provide a period of between 3 and 12 months notice to the company. The notice required from the company is between 6 and 12 months. Severance agreements will in principle not be signed, with the exception for the CEO and President who may be granted a maximum of 12 months severance pay. In a redundancy situation, the current practice in the geographic market where the executive is resident will apply. The same principles shall apply under these guidelines.
Accounting documents, the auditor’s report and the complete documentation in relation to the board’s proposal in item 15 will be available at the company’s head office, Hemvärnsgatan 8 in Solna, starting two weeks before the general meeting, and will also be sent to shareholders who require it and state their postal addresses. The documents will in connection herewith also be available at the company’s website www.ibs.net.
Stockholm in March 2010
IBS AB (publ)
The Board of Directors
For more information, please contact:
Oskar Ahlberg, Senior Vice President of Communications, IBS AB
Tel: +46-70-244 24 75
International Business Systems (IBS), the leading business application supplier for wholesale and distribution helps companies differentiate themselves on the strength of their distribution operations.
Founded in 1978, IBS has over 30 years of experience in the distribution industries ranging from automotive and electronics to paper, publishing, pharmaceuticals, food and beverage. This deep understanding of distribution models and best practices is embodied within IBS Enterprise, a distribution resource management application suite on which thousands of the world’s most successful companies now rely.
IBS B share is listed on NASDAQ OMX First North Exchange Stockholm. For more information, please visit www.ibs.net