Axis AB: Notice of Annual General Meeting

The Board of Directors withdraws the dividend proposal in the light of the new
ownership structure. Instead, the Board of Directors proposes that no dividend
is paid for the financial year 2014 and that the company’s results are carried
forward.
Notice of Annual General Meeting

AXIS AKTIEBOLAG (publ)

Axis AB (publ) is holding its Annual General Meeting at 3.00 p.m. on Monday,
June 15, 2015, at the company’s premises, Emdalavägen 14 in Lund, Sweden.

Participation
The right to participate in the Annual General Meeting falls upon persons who

  · are registered as shareholders in the share register maintained by Euroclear
Sweden AB as of Tuesday, June 9, 2015, and
  · have given notice of attendance to the company not later than Tuesday, June
9, 2015.

Recording in the share register
Shareholders whose shares are registered in the name of a nominee must, in order
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
in the share register on Tuesday, June 9, 2015. Such registration may be
temporary.

Notice of attendance
The notice of attendance should include name, 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 bring to
the Meeting. If a shareholder is represented by proxy, the power of attorney and
– if the shareholder is a legal entity – a 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 its original. Proxy forms
are available at the company’s website, www.axis.com.

Notice of attendance shall be made in writing to Axis AB (publ), Attn: Adrienne
Jacobsen, Emdalavägen 14, SE-223 69 Lund, Sweden or by telephone +46 46 272 18
00.

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 to approve the minutes.
 6. Determination as to whether the Meeting has been duly convened.
 7. Presentation of the annual report and the auditor’s report, and the
consolidated annual report and the auditor’s report for the group.
 8. Resolution:
a)  concerning the adoption of the profit and loss account and the balance
sheet, and 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 discharge from liability for the members of the Board of
Directors and for the President.
 9. Determination of the number of members of the Board of Directors and
auditors.
10. Determination of the fees payable to the Board of Directors and the auditor.
11. Election of Board members, Chairman of the Board and auditor as well as the
Board of Directors’ proposal regarding amendment of the articles of association.
12. Resolution concerning the Board of Directors’ proposal regarding principles
for determining salaries and other remuneration to the President and other
members of company management.
13. Closing of the Meeting.

Number of shares and votes
The number of shares and votes in the company is 69,461,250. The company does
not hold any own shares.

Proposal regarding dividend (Item 8b)
In the light of the new ownership structure following the completion of the
public cash offer by Canon Inc., the Board of Directors has resolved to withdraw
its prior proposal. Instead, the Board of Directors proposes that no dividend is
paid for the financial year 2014 and that the company’s results are carried
forward.

Proposals regarding Items 2 and 9-11)
In the light of the new ownership structure following the completion of the
public cash offer by Canon Inc., the Nomination Committee has not found reason
to present any proposal to the Annual General Meeting. The Board of Directors
has however been informed that Canon Inc., holding 84.83 percent of the shares
and votes in the company as at the date of this notice, proposes the following:

  · that adjunct professor Svante Johansson shall be elected Chairman of the
Meeting
  · that five Board members shall be elected without any deputy members;
  · that Martin Gren shall be re-elected and that Bert Nordberg, Biörn Riese,
Håkan Kirstein and Toshizo Tanaka shall be elected new members of the Board of
Directors,
  · that Biörn Riese shall be elected Chairman of the Board,
  · that remuneration totalling SEK 2,000,000 shall be paid to the Board of
Directors, to be distributed with SEK 800,000 to the Chairman of the Board and
SEK 400,000 to each of the other Board members, with the exception of Toshizo
Tanaka who shall not receive any remuneration,

Bert Norberg has previously been Chairman of the Board of Directors and CEO of
Sony Mobile Communications AB and has held several leading positions within the
Ericsson Group. Bert Norberg is currently Chairman of the Board of Directors of
Ideonfonden AB, Imagination Technologies Group Plc, Sigma Connectivity AB and
Vestas Wind Systems A/S as well as member of the Board of Directors of
Aktiebolaget Electrolux, Materials Technology Economy Know-how Sweden AB and
Svenska Cellulosa Aktiebolaget SCA.

Biörn Riese is a member of the Swedish Bar Association as well as partner and
Chairman of the Board of Directors of Mannheimer Swartling. Biörn Riese is also
member of the Board of Directors of the American Chamber of Commerce in Sweden
and the Swedish Anti-Corruption Institute.

Håkan Kirstein has previously been CEO of StatoilHydro Sverige AB and Niscayah
Group AB and member of the Board of Directors of Cloetta AB, Intersport AB,
Kemetyl Group AB and Niscayah Group AB. Håkan Kirstein is currently acting CEO
of Imtech Nordic AB.

Toshizo Tanaka has for a long period of time held several leading positions
within the Canon Group and is currently Chief Financial Officer and member of
the Board of Directors of Canon Inc.

The Board of Directors further proposes the following:

  · that the company shall have one auditor without any deputies,
  · that PricewaterhouseCoopers AB shall be re-elected as auditor for the period
until the end of the next Annual General Meeting (authorized public accountant
Ola Bjärehäll is intended to continue as auditor-in-charge), and
  · that the remuneration to the auditor shall be paid against approved
invoices.

The proposal regarding election of auditor requires amendment of the Articles of
Association’s provision on the auditor’s term of office (§ 7). The Board
proposes the following.

Present wording
For the purpose of reviewing the Company’s annual report, the accounting records
and the administration of the Boards of Directors, one Auditor, with or without
a Deputy Auditor, is elected at the Annual General Meeting of Shareholders for
the period until the end of the Annual General Meeting of Shareholders held
during the fourth financial year after the election of such Auditor. In the
event of re-election the Annual General Meeting of Shareholders may elect the
Auditor, with or without the Deputy Auditor, for the period until the end of the
Annual General Meeting of Shareholders held during the third financial year
after the election of such Auditor. A registered firm of accountants may also be
elected as Auditor or Deputy Auditor.

New proposed wording
The Company shall have one Auditor without Deputy Auditors. An authorised puclic
accountant or a registered firm of accountants shall be elected as Auditor.

Proposal regarding principles for determining salaries and other remuneration to
the President and other members of the company management (Item 12)
The proposal of the Board of Directors implies that the principles for
determining salaries and other remuneration to the President and other members
of the company management that were adopted by the Annual General Meeting in
2014 shall, in all material respects, continue to be in force, however that in
the event of termination by the company of any senior executive, termination
benefits corresponding to up to twelve cash monthly salaries can be paid. In
addition thereto, a “stay on board remuneration” may be agreed where
appropriate. Such additional remuneration shall consist of cash and be
conditional on the relevant members of the company management remaining employed
for a certain period of time, subject to, where considered appropriate, “good
and bad leaver provisions”. The “stay on board remuneration” shall not exceed
100 percent of an annual basic salary and shall be paid at the end of or in
tranches during a period of 24 consecutive months. The remuneration shall not
constitute pensionable salary.

Documents available prior to the Annual General Meeting etc.
The annual report and other supporting resolution documentation 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, not later than three weeks prior
to the Meeting, and will be sent to shareholders upon request.

The shareholders are reminded of their right to request information pursuant to
Chapter 7 Section 32 of the Swedish Companies Act.


Lund, May 2015
The Board of Directors of Axis AB (publ)


For further information, please contact:
Johan Lundin, Manager, Investor Relations, Axis Communications
Tel: +46 (0) 46 272 18 00, E-mail: Ir@axis.com

Axis is required to publish the information contained in this press release in
accordance with the Swedish Securities Market Act. This information was provided
to the media for publication 08:30 a.m. CET on the 13th of May, 2015.

About Axis Communications
Axis offers intelligent security solutions that enable a smarter, safer world.
As the global market leader in network video, Axis is driving the industry by
continually launching innovative network products based on an open platform -
delivering high value to its customers and carried through a global partner
network. Axis has long-term relationships with partners and provides them with
knowledge and ground-breaking network products in existing and new markets.
Axis has more than 1,600 dedicated employees in more than 40 countries around
the world, supported by a network of over 60,000 partners across 179 countries.
Founded in 1984, Axis is a Sweden-based company listed on NASDAQ OMX Stockholm
under the ticker AXIS. For more information about Axis, please visit our website
www.axis.com.