Axis AB: Notice of Annual General Meeting

The shareholders of Axis AB (publ) are hereby invited to the Annual General
Meeting on Wednesday, April 13, 2016 at 5 p.m. in the company’s premises at
Edison Park, Emdalavägen 14, Lund, Sweden. Registration for the Annual General
Meeting will begin at 4 p.m.
As set forth in the notice convening the Annual General Meeting, Axis’ majority
shareholder Canon Inc. has informed the company’s Board of Directors that Canon
Inc. at the Annual General Meeting 2016 will vote against that there shall be
any declaration of a dividend to the shareholders at the Annual General Meeting
2016. Based on this information, the Board of Directors and the President have
decided not to propose any declaration of dividend at the Annual General Meeting
2016 and that the profits at the disposal of the Annual General Meeting shall be
carried forward.

The notice may be found on Axis’ homepage, www.axis.com, and is attached to this
press release. On March 16, 2016, it will be announced in Dagens Industri that
notice has been given and the notice will be found in its entirety in the
Swedish Official Gazette on March 16, 2016.

Notice of Annual General Meeting

AXIS AKTIEBOLAG (publ)

Axis AB (publ) is holding its Annual General Meeting at 5.00 p.m. on Wednesday,
April 13, 2016, 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 Thursday, April 7, 2016, and
  · have given notice of attendance to the company not later than Thursday,
April 7, 2016.

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 Thursday, April 7, 2016. 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.
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)

Axis’ majority shareholder Canon Inc., holding 84.83 percent of the shares and
votes in the company as at the date of this notice, has informed the company’s
Board of Directors that Canon Inc. at the Annual General Meeting 2016 will vote
against that there shall be any declaration of a dividend to the shareholders at
the Annual General Meeting 2016. Based on this information, the Board of
Directors and the President have decided not to propose any declaration of
dividend at the Annual General Meeting 2016 and that the profits at the disposal
of the Annual General Meeting shall be carried forward.

Proposals regarding Items 2 and 9-11

The Board of Directors has been informed that Canon Inc. 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 the company shall have one auditor without any deputies;
  · that Bert Nordberg, Biörn Riese, Håkan Kirstein, Martin Gren and Toshizo
Tanaka shall be re-elected members of the Board of Directors;
  · that Biörn Riese shall be re-elected Chairman of the Board;
  · that Ernst & Young Aktiebolag shall be elected as auditor for the period
until the end of the next Annual General Meeting (authorized public accountant
Johan      Thuresson is intended to serve as auditor-in-charge);
  · 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; and
  · that the remuneration to the auditor shall be paid against approved
invoices.

Proposal regarding principles for determining salaries and other remuneration to
the President and other members of the company management (Item 12)

The board proposes the following principles for determination of salaries and
other remuneration to the President and other members of the company management.
The guidelines shall apply to employment contracts entered into according to the
general meeting’s resolutions and guidelines, and in cases where changes are
made to existing terms and conditions according to resolutions of general
meetings. The guidelines essentially correspond to the principles that have been
applied to date. For information regarding terms of remuneration for 2015,
please refer to Note 18, Personnel, in the Annual Report for the financial year
2015.

Remuneration to the President and other members of the company management (that
is, the nine persons who together with the President comprise the group
management) may consist of basic salary, variable remuneration and pension. The
remuneration to nine persons in the group management currently also includes
“stay on board remuneration” that has been agreed and put in place in accordance
with the remuneration guidelines adopted by the Annual General Meeting 2015.
Other benefits and other remuneration shall be received on the same basis as for
other employees. Persons who are resident outside of Sweden may be offered
notice periods and termination benefits that are competitive in the country
where the persons are or have been resident or to which they have a substantial
connection, preferably solutions equivalent to what applies for managerial
employees resident in Sweden.

The objective of Axis AB’s remuneration policy for the senior executives shall
be to offer compensation that promotes the recruitment of skilled expertise and
retaining it in the company. The basic salary shall be determined on the basis
that it should be competitive. The absolute level shall depend on the specific
position and the individual’s performance.

Variable remuneration (bonus) to the President and other senior executives shall
be based on the financial goals of the group and shall be calculated as a
function of the sales growth and the profit margin for the year in question. The
bonus to the President shall be maximized at 240 percent of the annual salary
and for the other senior executives, the highest individual bonus amount shall
be maximized at 80 percent of an annual salary.

The retirement age for the President shall be 65. Pension insurance premiums
shall amount to 35 percent of the pension-qualifying salary up to a maximum of
28.5 basic amounts. For a salary in excess of 28.5 basic amounts, a premium of
25 percent shall be paid. The ITP agreement shall be applied for other senior
executives, with a retirement age of 65.

In the event of termination of employment, a six-month mutual notice period
shall apply for the President. In the event of termination of employment of the
President by the company, termination benefits corresponding to up to twelve
cash monthly salaries may be paid after the end of the notice period. In the
event of termination by the President, no termination benefits shall be payable.
A mutual notice period of three to six months shall apply between the company
and the other senior executives. In the event of termination by the company,
termination benefits corresponding to up to twelve cash monthly salaries can be
paid. In the event of termination by any of the senior executives, no
termination benefits shall be payable.

Deviations from the principles described above may be approved by the board of
directors, if there are specific reasons in individual cases. Prior to the AGM
2015, two deviations were made from the principles adopted by the AGM 2014,
whereby i) termination benefits offered to the members of the company management
other than the President were adjusted to correspond to 12 monthly salaries, and
ii) a “stay on board” bonus corresponding to three monthly salaries, conditional
on continued employment in the company on June 30, 2015, was introduced for the
then members of the management team. The adjustment of termination benefits was
made in order to ensure market-related compensation to the management team. This
was deemed particularly necessary due to the then outstanding public offer for
the company made by Canon. The “stay on board” bonuses were introduced for the
same reason, whereby specific reasons existed for the deviations. The deviation
concerning termination benefits complies with the principles subsequently
adopted by the Annual General Meeting on 15 June 2015.

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, March 2016

The Board of Directors of Axis AB (publ)
For further information, please contact:

Björn Hallerborn, PR & Corporate Communications Manager, Axis Communications

Phone: + 46 46 272 1800, E-mail: pressoffice@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 14th of March, 2016.
About Axis Communications
Axis offers intelligent security solutions that enable a smarter, safer world.
As the 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 customers 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 2,100 dedicated employees in more than 50 countries around
the world, supported by a global network of over 80,000 partners. Founded in
1984, Axis is a Sweden-based company listed on NASDAQ Stockholm under the ticker
AXIS. For more information about Axis, please visit our website www.axis.com