Axis Aktiebolag (publ) Notice of Annual General Meeting

See also Proposal from the Board of Directors regarding authorization of the Board of Directors to make decisions pertaining to new share issues Shareholders in Axis AB (publ) are hereby invited to attend the Annual General Meeting, to be held at 5:00 p.m. on Tuesday, April 19, 2005, at Edison Park, Emdalavägen 14, Lund, Sweden. Participation To be entitled to participate in the business of the Annual General Meeting, shareholders shall - be registered in their own name in the transcription of the share register kept by Värdepapperscentralen VPC AB (Swedish Securities Register Center) as per Friday, April 8, 2005, and - give notice of attendance to the Company no later than Wednesday, April 13, 2005. Inclusion in the share register Shareholders whose shares are registered in the name of a nominee must ensure that the bank or fund manager that administers the shares temporarily enters the shareholder into the share register - known as "voting-right registration" - a few banking days prior to April 8, 2005. Notice of attendance Shareholders who would like to attend the Annual General Meeting must give notice thereof no later than 4:00 p.m. on Wednesday, April 13, 2005. Notice should include name, personal identity number or corporate registration number, address and telephone number. If a shareholder is represented by proxy, the power of attorney and - if the shareholder is a legal entity - certificate of registration, or other document demonstrating the signatory's authorization, must be sent to the Company prior to the Meeting. The notice shall also state the number of attending assistants. Notice of attendance shall be made in writing by letter to Axis AB, Attn: Åsa Haapasaari, 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 attending of the Meeting will be answered by Ray Mauritsson, Chief Executive Officer, Axis AB, or his assistant Åsa Haapasaari. 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 check the minutes. 6. Determination as to whether the Meeting has been correctly convened. 7. Presentation of the annual report and the auditors' report, and the consolidated accounts and the auditors' report on the consolidated accounts. 8. Approvals: a) concerning the adoption of the profit and loss statement and the balance sheet, and of the consolidated profit and loss statement and the consolidated balance sheet. b) concerning the determination of the appropriation of the Company's profit or loss as set forth in the balance sheet adopted by the Meeting. c) concerning the discharge of liability for the members of the Board of Directors and of the President for their administration during 2004. 9. Determination of the number of members and deputy members of the Board of Directors. 10. Determination of the fee payable to the Board of Directors and Auditors. 11. Election of Board members. 12. The Board of Directors' proposal regarding authorization of the Board to make decisions pertaining to new share issues. 13. Other issues to be addressed by the Meeting in accordance with the Swedish Companies Act (1975:1385) or the Articles of Association. 14. Conclusion of the Annual General Meeting. Proposal regarding dividend (Item 8b) The Board of Directors proposes a dividend for fiscal year 2004 of SEK 0.50 per share, of which SEK 0.30 is an extra dividend. April 22, 2005 is proposed as the record date for the payment of the dividend. If the Annual General Meeting resolves in accordance with the proposal, it is estimated that the dividend payments will be distributed from VPC AB on April 27, 2005. Proposals regarding election of the Board and fees (Item 9-11) Shareholders who together represent more than fifty (50) percent of the total outstanding votes in the Company have notified the Company that they intend to propose the following: • that five (5) Board members be elected without any t deputy members; • that the following Board members be reelected: Mikael Karlsson. Martin Gren, Nils Rydbeck, Patrik Tigerschiöld and Lars-Erik Nilsson; • that a fee totaling SEK 800,000 (2004: SEK 600,000) be paid to the Board of Directors to be distributed among members who are not employees of the Company in accordance with the decision of the Board of Directors; and • that fee to the Auditors be paid on account. Proposal regarding authorization of the Board to make decisions pertaining to new share issues (Item 12) 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, 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 dilution of the Company's share capital of 9.9 percent (excluding possible dilution that may result from the exercise of those warrants - the 2000/2005, 2000/2005, 2001/2006, 2002/2007 and 2000/2010 warrants - that entitle the holders to subscribefor shares during the valid period of authorization, that is, the period up until the next Annual General Meeting, which dilution could amount to a maximum of 2.84 percent). Majority required for approval The Meeting's approval in regard to item 12 is valid only if supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Annual General Meeting. Documents available prior to the Annual General Meeting The Annual Report and Auditors' Report and the full text of the Board of Directors' proposal for approval in accordance with item 12 will be available at the Company's head office at Emdalavägen 14 in Lund, Sweden, as of April 5, 2005 and will be sent to shareholders upon request. Lund, March 2005 Board of Directors of Axis AB (publ) Contact for Axis Communications: Margareta Lantz, Manager, Investor Relations & Corporate Communications Tel : 046 -272 18 00 Email: Margareta.lantz@axis.com