Axis AB: Notice of Annual General Meeting

Axis AB: Notice of Annual General Meeting

 

Axis AB (publ) is holding its Annual General Meeting at 5:00 p.m. on
Thursday, April 14, 2011, at Edison Park, Emdalavägen 14, LUND.

Participation

To be entitled to participate in the Annual General Meeting,
shareholders shall

  · be registered in their own name in the transcription of the share
register kept by Euroclear Sweden AB as of Friday, April 8, 2011, and
  · give notice of attendance to the Company not later than 4:00 p.m.
Friday, April 8, 2011.

Inclusion in the share register

Shareholders whose shares are registered in the name of a nominee must,
to be entitled to participate in the Meeting, ensure that the nominee
registers the shares in the shareholder's own name, so that the
shareholder is registered on April 8, 2011. Such registration may be
temporary.

Notice of attendance

The notice of attendance should include name, Swedish personal identity
number or corporate registration number, address and telephone number as
well as the number of shares represented. The notice should also state
the number of advisors (however, not more than two) that the shareholder
wishes to attend the Meeting. If a shareholder is represented by proxy,
the power of attorney and - if the shareholder is a legal entity -
certified copy of the certificate of registration, or other document
demonstrating the signatory's authority to sign for the legal entity,
must be sent to the Company in good time prior to the Meeting. The power
of attorney must be presented in the original. A power of attorney form
is available on the Company's website: www.axis.com.

Notice of attendance shall be made in writing to Axis AB, Attn: Adrienne
Jacobsen, Emdalavägen 14, SE-223 69 Lund, Sweden; or by telephone to
Axis AB's head office, tel. +46 46 272 18 00; or via the Company's
website: www.axis.com.

Any questions relating to participation in the Meeting will be answered
by Ray Mauritsson, President, Axis AB, or by Adrienne Jacobsen.

Right to request information

Shareholders have the right to request information from the Company
about the matters addressed at the Meeting.

Proposed agenda

 1. Opening of the Meeting.
 2. Election of the Chairman of the Meeting.
 3. Preparation and approval of the voting list.
 4. Approval of the Agenda.
 5. Election of one or two persons approving the minutes.
 6. Determination as to whether the Meeting has been duly convened.
 7. Presentation of

a)         the annual report and the Auditor's report, and the
consolidated accounts and the Auditor's report on the consolidated
accounts,

b)         Auditor's statement as to whether the principles for
determining remuneration to senior executives which have applied since
the previous Meeting have been followed,

c)         the Board of Directors' proposal for distribution of profits
and statement of explanation.

 1. Report by the President.
 2. Resolutions:

a)         concerning the adoption of the profit and loss account and
the balance sheet, and of the consolidated profit and loss account and
the consolidated balance sheet,

b)         concerning the disposition of the Company's profit as set
forth in the adopted balance sheet,

c)         concerning the discharge of liability for the members of the
Board of Directors and of the President.

 1. Determination of the number of members and deputy members of the
Board of Directors.
   1. Determination of the fees payable to the Board of Directors and
the Auditor.
   2. Election of Board members, Chairman and Auditor.
   3. Resolution regarding the Board of Directors' proposal regarding
principles for determining salaries and other remuneration to the
President and other members of company management.
   4. Resolution regarding the Board of Directors' proposal regarding
the procedure for appointing the members of the Nomination Committee,
etc.
   5. Resolution regarding the Board of Directors' proposal for
amendment of the Articles of Association.
   6. Other issues to be addressed by the Meeting in accordance with the
Swedish Companies Act or the Articles of Association.
     1. Closing of the Meeting.

The number of shares and votes

The total number of shares and votes in Axis AB amounts to 69,461,250 as
at March 10, 2011. Each share carries one vote. There is only one class
of shares. The Company does not own any shares in itself.

Proposal regarding election of the Chairman of the Meeting (Item 2)

The Nomination Committee, comprising Therese Karlsson, Martin Gren and
Christer Brandberg, representing more than 38 % of the total number of
votes in the Company, proposes that Lars-Erik Nilsson be elected
Chairman of the Meeting.

Proposal regarding dividend (Item 9b)

The Board of Directors proposes a dividend for the fiscal year 2010 of
SEK 4.50 per share, of which SEK 1.50 is an ordinary dividend and SEK
3.00 an extra dividend. The record date for the dividend is proposed to
be April 19, 2011. If the Annual General Meeting resolves in accordance
with the proposal, it is expected that the dividend will be disbursed by
Euroclear Sweden AB on April 26, 2011. The last day of trading in the
Company's stock including the right to dividend is April 14, 2011.

Proposals regarding election of the Board of Directors and fees (Items
10-12)

The Nomination Committee proposes

  · that six Board members shall be elected without any deputy members;
  · that the Board members Lars-Erik Nilsson, Charlotta Falvin, Martin
Gren, Olle Isberg, Göran Jansson and Roland Vejdemo shall be re-elected,
  · that Lars-Erik Nilsson be re-elected Chairman of the Board,
  · that a fee totalling SEK 1,250,000 shall be paid to the Board of
Directors to be distributed among members who are not employees of the
Company, with SEK 450,000 to the Chairman and SEK 200,000 to each of the
other Board members. The proposed fee is unchanged compared to the
previous year.

The Board of Directors proposes

  · that one auditor with no alternates shall be appointed for the
period until the end of the Annual General Meeting which is to be held
during 2015,
  · that Öhrlings PricewaterhouseCoopers AB, with Authorised Public
Accountant Ola Bjärehäll as auditor-in-charge is appointed as Auditor
for the period until the end of the Annual General Meeting which is to
be held during 2015,
  · that the fees to the Auditor are paid against approved invoices.

Proposal regarding principles for determining salaries and other
remuneration to the President and other members of the Company
management (Item 13)

The proposal of the Board of Directors regarding the principles for
determining salaries and other remuneration to the President and other
members of the Company management implies that the principles adopted by
the Annual General Meeting in 2010 shall, in all essentials, continue to
be in force. Said principles can be found on the website of the Company,
www.axis.com.

Proposal regarding the procedure for appointing the members of the
Nomination Committee, etc. (Item 14)

The Board of Directors proposes that the Annual General Meeting resolves
that the procedure currently applicable for appointing the members of
the Nomination Committee, etc., shall apply also for 2011, that is, that
members of the Nomination Committee shall be appointed in accordance
with the following:

The three largest shareholders in the Company as of August 31 of the
year before the Annual General Meeting shall, on September 30 the year
before or at the latest six months before the Annual General Meeting,
each elect a representative as a member of the Nomination Committee. The
Nomination Committee shall then internally elect one of the members as
the Chairman. In the event that any of the three largest shareholders
waives its right to elect a representative to the Nomination Committee,
the fourth largest shareholder shall instead elect a representative or,
if the fourth largest shareholder also declines, the shareholders shall
thereafter, in a descending order, elect a representative until three
representatives are appointed. In the event that a member leaves the
Nomination Committee before the work of the Nomination Committee is
completed, the shareholder that appointed that member shall appoint a
new member. In the event that this shareholder declines to appoint a new
representative, the fourth largest shareholder shall instead elect a
representative or, if the fourth largest shareholder also declines, the
shareholders shall thereafter, in a descending order, elect a
representative until a new representative is appointed.

The Nomination Committee shall draw up and present proposals to the
Annual General Meeting for resolution on the following matters:

 1. Election of the Chairman of the Meeting.
   1. Determination of the fees payable to the Board of Directors.
   2. Election of the Chairman and other Board members.
   3. Any proposals for changes in the procedures for appointing the
Nomination Committee.

No fee is to be paid to the Nomination Committee. However, the Company
is responsible for all reasonable costs related to carrying out the
Nomination Committee's assignment.

Proposal regarding amendment of the Articles of Association (Item 15)

Amendment of § 8 of the Articles of Association

The Board of Directors proposes that the Meeting resolves that the
provisions regarding time limits and procedure for convening a General
Meeting as set forth in the § 8 of the Articles of Associations shall be
amended. The proposal implies that the Articles of Association will be
consistent with the new wording of the Swedish Companies Act (2005:551),
which entered into force on January 1, 2011. The Board of Directors
proposes that the time for issuing a notice of a General Meeting no
longer shall be stated in the Articles of Association, but only follow
from the provisions of the Swedish Companies Act, as applicable from
time to time.

Current wording

A notice convening an Annual General Meeting of Shareholders or an
Extraordinary General Meeting of Shareholders where the question of
changing the Articles of Association is to be dealt with, shall be
issued, at the earliest, six weeks before and, at the latest, four weeks
before the Meeting. A notice convening other Extraordinary General
Meeting of Shareholders shall be issued, at the earliest, six weeks
before and, at the latest, two weeks before the Meeting.

A notice convening a General Meeting of Shareholders shall be issued
through announcement in the Swedish Official Gazette and in Dagens
Industri. Should the publication of Dagens Industri cease, such notice
shall instead be issued through announcement in the Swedish Official
Gazette and in Dagens Nyheter.

Proposed wording

A notice convening a General Meeting shall be issued through
announcement in the Swedish Official Gazette and on the Company's
website. It shall be announced in Dagens Industri or, if the publication
of Dagens Industri should cease, in Dagens Nyheter that a notice to a
general meeting has been issued.

Amendment of § 9 of the Articles of Association

The Board of Directors proposes that the Meeting resolves that the
provision in § 9 of the Article of Association shall be amended and no
longer indicate the specific time on the day on which notice of
attendance must be made to the Company. In all other respects § 9
remains unchanged.

Majority requirements

The Meeting's resolution to amend the Articles of Association must, in
order to be valid, be supported by shareholders representing at least
two thirds of the votes cast as well as of the shares represented at the
meeting.

Documents available prior to the Annual General Meeting

The Annual Report and Auditor's Report and other documents that will be
put forward to the Meeting according to item 7 of the proposed agenda
will be available at the Company's head office at Emdalavägen 14 in
Lund, Sweden, as well as on the Company's website, www.axis.com, as from
March 24, 2011 and will be sent to shareholders upon request.

______________________________

Lund, March 2011

The Board of Directors of Axis AB (publ)

For further information, please contact: Margareta Lantz, Manager
IR&Corporate Communications, Axis Communications Phone: + 46 46 272 18
00, E-mail: pressoffice@axis.com