AXIS: Report from Annual General Meeting in Axis AB

Axis AB (publ) held its Annual General Meeting on April 18, 2007. The Meeting decided in favor of all proposed matters in accordance with the proposals of the Board of Directors.

Decision regarding dividend
The Meeting resolved to approve the Board of Directors’ proposal of a dividend for fiscal year 2006 of SEK 3.00 per share, of which SEK 0.75 is an ordinary dividend and SEK 2.25 an extra dividend. April 23, 2007 was set as the record date for the dividend. It is expected that the dividend will be paid from VPC AB on April 27, 2007.

Decision regarding adoption of the income statement and balance sheet
The Meeting resolved to adopt the income statement and balance sheet of Axis AB presented by the Board as well as the consolidated income statement and balance sheet. The Board and the President were discharged from liability for the 2006 fiscal year.

Decision regarding election of the Board, auditors and fees
The Meeting adopted the Board’s proposal that the Chairman of the Board shall be proposed by the Nomination Committee and be elected at the Annual General Meeting.

The Meeting resolved in accordance with the Nomination Committee proposals
that five (5) Board members shall be elected and no deputy members;
that the following Board members are reelected: Lars-Erik Nilsson, Charlotta Falvin, Martin Gren and Olle Isberg;
that Göran Jansson be newly elected as a Board member;
that Lars-Erik Nilsson be re-elected Board Chairman;
that a fee totaling SEK 799,000 shall be paid to the Board to be distributed among members who are not employees of the Company, with SEK 400,000 to the Chairman and SEK 133,000 to each Board member.
It was noted that Nils Rydbeck had declined re-election.

Göran Jansson is Managing Partner in Applied Capital Partners. He is a member of the Board of Precise Biometrics AB.

The Meeting decided to adopt the Board’s proposals to
• elect Öhrlings PricewaterhouseCoopers AB, with Bertil Johansson as senior auditor with no deputy, as auditor for the period until the close of the Annual General Meeting to be held in 2011, and
• that the fees to the auditor shall be paid against approved invoices.


Decision regarding guidelines for determining salaries and other remuneration to the President and other members of company management
The Meeting approved the Board’s proposal of guidelines for determining salaries and other remuneration to the President and other persons in Company management.
Remuneration to the President and other persons in Axis AB’s management (that is, the five persons who jointly with the President comprise Group Management) comprises basic salary, variable salary and pension. Other benefits and other remuneration are received on the same basis as for other employees.
The objective of Axis AB’s remuneration policy for the senior executives is to offer compensation that promotes retaining and recruiting qualified expertise to Axis AB.
The basic salary is determined on the basis that it should be competitive. The absolute level depends on the specific position and the individual’s performance.
Bonus to the President and the senior executives is based on financial goals for the Group and is calculated as a function of the sales growth and operating margin. The bonus to the President is maximized at SEK 5,000,000 (for 2007) and for other senior executives the highest individual bonus amount is a maximum of SEK 1,250,000 (for 2007).
The pension age for the President is 65. Pension premiums shall amount to 35 percent of pension-based salary up to 28.8 base amounts. A premium of 25 percent is paid for salary exceeding 28.5 base amounts. The ITP agreement is applied for other senior executives, with a pension age of 65.
In the event of termination of employment, a six-month mutual termination period applies for the President. In termination of employment of the President by the Company, a severance pay corresponding to 12 cash monthly salaries is paid after the close of the termination period. Other income is not deducted from the severance pay. In the event of termination notice by the President, no severance payment is made.
Between the Company and four of the other senior executives, a mutual notice period of three months applies. The fifth senior executive has a mutual notice period of six months. In the event of termination by the Company, salary is paid during the termination period. Other income is not deduced from the amount. In termination by the senior executive, salary is paid during the termination period. Other income is not deduced from the amount.
Deviations from the guidelines specified above may be decided by the Board, if there are specific reasons in individual cases.

Proposal of criteria regarding appointment of members to the Nomination Committee, etc.
The Meeting adopted the Board’s proposal that the criteria currently applicable regarding appointment of members to the Nomination Committee, etc., with the addition below, shall also apply for 2007, 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 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, elect a representative each 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 one of the three largest shareholders does not 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 the 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 develop and present proposals to the Annual General Meeting for decision on the following matters:
1. Election of the Meeting Chairman
2. Determination of the Board fees
3. Election of the Chairman and other Board members
4. Any proposals for changes in the procedures for appointing the Nomination Committee.
No fee is paid to the Nomination Committee. However, the Company is responsible for all reasonable costs related to carrying out the Nomination Committee’s assignment.

Decision authorizing the Board to make decisions pertaining to new share issues
The Meeting further decided to authorize the Board of Directors, during the period until the next Annual General Meeting, to make decisions on one or more occasions in regard to new share issues totaling not more than 6,856,000 shares. In this regard, the Board shall have the right to waive the preferential rights of shareholders and the provision stated in Chapter 13, § 5, item 6 of the Swedish Companies Act. The issue price for the new shares shall, in each instance, be set as close as possible to the market price of the Company’s share. The purpose of the authorization is to enable corporate acquisitions to be made with payment entirely or partly in Axis shares. Full exercise of the authorization would result in a maximum dilution of the Company’s share capital of 9.9 percent (excluding possible dilution that may result from the exercise of those warrants that entitle the holders to subscribe for shares during the valid period of authorization up until the next Annual General Meeting, that is warrants 2002/2007 and 2000/2010, which dilution could amount to a maximum of 0.49 percent).

All decisions at the Annual General Meeting were reached with the required majority.