Axis AB: Report from Annual General Meeting

Axis AB (publ) held its Annual General Meeting on April 13, 2016. The following is an account of the most important resolutions and their main content.

Resolution regarding dividend

On request by shareholders representing approximately 10.2% of the shares in the company, the Annual General Meeting resolved on a minority dividend of SEK 0.64 per share. April 20, 2016 was adopted as record date for the dividend.

Resolution regarding adoption of income statement and balance sheet

The Annual General Meeting resolved to adopt the income statement and balance sheet for Axis AB submitted by the Board, as well as the consolidated income statement and consolidated balance sheet.

Resolution concerning discharge from liability for the members of the Board of Directors and for the President

Shareholders representing a majority of the shares in the company voted for discharging the members of the Board of Directors and the company’s President from liability for the fiscal year 2015. However, shareholders representing approximately 10.2% of the shares in the company voted against discharging the members of the Board of Directors and the company’s President from liability.

Resolutions regarding election of board, auditor and fees

The Annual General Meeting resolved in accordance with the proposals by the company’s largest shareholder, Canon Inc., namely

• to re-elect Bert Nordberg, Biörn Riese, Håkan Kirstein, Martin Gren and Toshizo Tanaka as Board members for the period until the end of the next Annual General Meeting;
• to re-elect Biörn Riese as Chairman of the Board;
• that a fee totaling 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, however that no fee shall be paid to Toshizo Tanaka; and
• to elect Ernst & Young Aktiebolag as auditor for the period until the end of the next Annual General Meeting.

Proposal regarding minority shareholders’ auditor and special examiner

Shareholders representing approximately 10.2% of the shares in the company, proposed that a minority shareholders’ auditor be appointed by the Swedish Companies Registration Office, to participate in the audit together with the company’s auditor for the time up to and until the next Annual General Meeting. The proposal was supported by holders representing more than 10% of the shares in the company, which means that shareholders may apply for the appointment of a minority shareholders’ auditor by the Swedish Companies Registration Office.

Shareholders representing approximately 10.2% of the shares in the company proposed that a special examiner be appointed by the Swedish Companies Registration Office, for examination of the following:

a. the Board of Directors’ management of the company during the financial year 2015 and the period of time up until the Annual General Meeting (April 13, 2016);

b. the company’s or any of its subsidiaries’ agreements, arrangements, promises, undertakings, discussions, and/or resolutions, measures or actions (or non-resolutions, non-measures or non-actions) in relation to Canon or any entity or person affiliated with Canon, in order to investigate whether the Board of Directors, any sole Board member, the CEO and/or other persons of the senior management have acted in the company’s and shareholders’ interests and in accordance with the Companies Act, the Swedish Corporate Governance Code and other relevant regulations; and

c. the Board of Directors’, any sole Board member’s, the CEO’s and other persons in the senior management’s decisions and other actions in relation to the company’s action of Citilog in January 2016 and furthermore, during the financial year 2015 and the period of time up until the Annual General Meeting (April 13, 2016), in relation to mergers, acquisitions, financing, capitalization and/or re-structurings that the company and/or the group (i.e. the company and its subsidiaries) have carried out, planned or are planning, in order to investigate whether the Board of Directors, sole Board members, the CEO and/or other person of the senior management have acted i) with due regard of the business and financial position of the company and the group (i.e. the company and its subsidiaries) and ii) the company’s and the shareholders’ interests and in accordance with the Companies Act and other relevant regulations.

The proposal was supported by holders representing more than 10% of the shares in the company, which means that shareholders may apply for the appointment of a special examiner by the Swedish Companies Registration Office.

Resolution regarding principles for determining salaries and other remuneration to the President and other members of the company management

The Annual General Meeting approved the Board’s proposed principles for determining salaries and other remuneration to the President and other members of the company management. The resolution by the Annual General Meeting 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 2015 shall, in all material respects, continue to be in force. However, a difference from the previous principles is that the possibility of introducing a “stay on board remuneration” has been removed, since such remuneration previously has been agreed and implemented, and there is no intention to introduce any further “stay on board remuneration”.

For further information, please contact:
Björn Hallerborn, PR & Corporate Communications Manager
Tel: +46 (0) 46 272 18 00, E-mail: pressoffice@axis.com

The information in this press release is such that Axis is required to disclose in accordance with the Swedish Securities Market Act. The information was submitted for publication at 08.30 a.m. (CET) on April 14, 2016.

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 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

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