AXIS AB (publ) Notice of Annual General Meeting

Shareholders in Axis AB (publ) are hereby invited to the Annual General Meeting, to be held at 5.00 p.m. on Thursday, April 25, 2002, at Edison Park, Emdalavägen 14, Lund, Sweden.

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 kept by Värdepapperscentralen VPC AB (Swedish Securities Register Center) on Monday, April 15, 2002, and - notify the company of their intention to attend not later than Friday, April 19, 2002. Inclusion in the share register Shareholders whose shares are registered in the name of a trustee must ensure that the bank or fund manager that administers the shares temporarily re-registers the shares in the holder's own name - known as "voting-right registration" - a few banking days prior to April 15, 2002. Notice of attendance Shareholders wishing to participate in the Annual General Meeting shall give notice thereof not later than 4.00 p.m. on Friday, April19, 2002. Notice should include name, date of birth or corporate registration number, address and telephone number. If participation is to be supported by a power of attorney, this must be forwarded prior to the Meeting. The notification letter shall state the number of assistants the shareholder wishes to bring to the Meeting. Notice of attendance shall be made by letter 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 by e-mail to bolagsstamma@axis.com. Questions regarding participation in the Meeting may be referred to Peter Ragnarsson, President, Axis AB, or his assistant Adrienne Jacobsen. Proposed agenda 1. Opening of the Meeting. 2. Election of Chairman of the Meeting. 3. Setting up and approval of the list of voters. 4. Approvalof the agenda of the Meeting. 5. Election of persons to check the minutes. 6. Consideration of whether the Meeting has been properly announced. 7. Presentation of the annual report, the auditors' report, and the consolidated financial account and auditors' report on the consolidated accounts. 8. Approvals a) concerning the profit and loss statement and the balance sheet, the consolidated profit and loss statement and the consolidated balance sheet for the group. b) concerning the disposition to be made of the Company's profits or losses in accordance with the approved balance sheet. c) concerning the discharge of the members of the Board of Directors and of the President from liability. 9. Determination of the number of members and deputy members of the Board of Directors. 10. Determination of the remuneration payable to the Board of Directors and the Auditors. 11. Election of the Board of Directors. 12. Presentation of the Board's decision regarding the issue of subordinated debentures with detachable warrants for 2002/2007 and the approval of the transfer of these warrants to present employees in the Axis Group. 13. The Board of Directors' proposal regarding authorization of the Board to make decisions pertaining to new share issues. 14. Other issues to be addressed by the Meeting in accordance with the Swedish Companies Act (1975:1385) or the Articles of Association. 15. Conclusion of the Annual General Meeting. P. 12. Proposal from the Board of Directors regarding the issue of subordinated debentures with detachable warrants (2002/2007) etc. The Board of Directors proposes Axis AB to raise a subordinated loan at a nominal amount not exceeding SEK 52.50 by issuing promissory notes with option rights to subscribe for new shares in the company ("warrants"). The right to subscribe for the subordinated loan with not more than 1,050,000 detachable warrants shall only vest in Axis Communications AB, with a right and a obligation for Axis Communications AB to transfer the warrants in the manner described below. However, in order to facilitate the administration of the acquisition of warrants by employees, Axis Communications AB reserves the right to transfer the warrants to a bank or other third party, imposing on the bank or third party the right and the obligation to transfer the warrants to employees in the manner described below. Oversubscription is not permitted. The subordinated loan with warrants must be subscribed for not later than June 3, 2002. Subscription for shares based on the warrants may take place during the period from October 3, 2005 through October 2, 2007. New subscription for shares in Axis ABcan take place at a subscription price per share corresponding to an amount equal to 130 percent of the volume weighted average quotation price paid on each trading day on Stockholm stock exchange official market, calculated for a period of five (5) trading days starting on April 26, 2002. Notification of intent to acquire warrants issued under the loan must be made during the period from May 13 to May 24, 2002. Provided all offered warrants (2002/2007) being acquired as well as full exercise of offered warrants (2002/2007), the increase of the share capital of Axis AB will amount to SEK 10,500, which corresponds to a dilution of approximately 1.5-percent of the share capital and number of votes, however, excluding the increase that could be the result of re-calculation of the conversion and subscription rates as a result of bonus issues, etc. In the event of all warrants outstanding in Axis AB (including the warrants for 2002/2007) being acquired as well as fully exercised, there would be a dilution of approximately 4.9-percent of the share capital and number of votes, however, excluding the increase that could be the result of re-calculation of the conversion and subscription rates as a result of bonus issues, etc. The right to acquire warrants for market price shall vest partly on employees in the Axis Group, and partly on approximately 70 senior executives, who as at April 30, 2002, are permanent employees, or have corresponding terms of employment, within the Axis Group. The scope of the offers made must be in reasonable proportion to each employee's/executive's salary and other employment benefits, and shall not exceed 60,000 warrants for each senior executive in category 1; 6,000 warrants for each executive in category 2; and 2,000 warrants for each employee in category 3. In respect of executives and employees in the US, the offer shall be in the form of American stock options. The offer shall notapply to members of the Board of Directors. The reasons for deviation from shareholder' preferential rights is that Axis AB considers its employees to be a valuable asset. As part of this philosophy, the Board of Directors wishes, through the proposed issue and transfer of warrants, to give employees the opportunity to participate in the company's development. A personal long-term financial commitment, which could have an influence on employees' own incomes and financial circumstances, stimulates employees' interest in the company?s operations, enhances motivation and strengthens loyalty to the company. The proposed offer to personnel is fully compatible with the company's overall remuneration system. P. 13. Board of Directors' proposal that the Board be authorized to make decisions pertaining to new share issues The Board of Directors proposes to the Annual General Meeting that the Board be authorized, during the period until the next Annual General Meeting, to make decisions on one or more occasions pertaining to new share issues totaling not more than 6,821,100 shares. In this regard, the Board shall have the right to waive the preferential rights of shareholders and the provision stated in Chapter 4, § 6 of the Swedish Companies Act. The issue price for the new shares shall, at each occasion, 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 dilution of the company's share capital not exceeding 9.9 percent (excluding possible dilution that may result from the exercise of those warrants - the 1999/2004 and 2000/2010 warrants - that entitle the holders to subscribe for shares during the period of validity of the authorization, that is, the period until the next Annual General Meeting, in which case the dilution could amount to a maximum of1.1 percent). Majority required for approval The motion cited in point 12 is covered by the Act on private placements in publicly traded companies, etc. ("Lex Leo"). To be approved, a motion must be supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the Annual General Meeting. Documents available prior to the Annual General Meeting The full texts of the Board of Directors' motions cited under points 12 and 13, above, are available from the company's head office at Emdalavägen 14 in Lund as of April 11, 2002 and will be sent to shareholders upon request. In addition, the Board of Directors? motion cited under point 12, above, can be accessed as of the same date on the company's Internet website at www.axis.com. Lund, March 2002 The Board of Directors ofAxis AB (publ) For further information, please contact: Anne Rhenman, Director, Investor Relations & Corporate Communications, Axis Communications Phone: + 46 708-90 18 29, E-mail: anne.rhenman@axis.com