AXIS: Report from Axis' Annual General Meeting

Axis held its annual general meeting on April 14, 2011. The meeting resolved in accordance with the board's proposals in all of the matters proposed. The main contents of the most important resolutions are described below.

Resolution regarding dividend
The annual general meeting resolved to approve the board's proposal of a dividend for the fiscal year 2010 of SEK 4.50 per share, of which SEK 1.50 represents an ordinary dividend and SEK 3.00 an extra dividend. April 19, 2011 was set as the record date for the dividend. It is expected that the dividend will be disbursed through the agency of Euroclear Sweden AB on April 26, 2011.

Resolution regarding adoption of the 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. The board of directors and the company's President were discharged from liability for the 2010 fiscal year.

Resolutions regarding election of the board, auditor and fees
The annual general meeting resolved in accordance with the nominating committee's proposals, namely
• that six ordinary board members be elected without any deputy board members,
• to re-elect the board members Lars-Erik Nilsson, Charlotta Falvin, Martin Gren, Olle Isberg, Göran Jansson and Roland Vejdemo,
• to re-elect Lars-Erik Nilsson as chairman of the board, and
• that unchanged directors' fees of SEK 1,250,000 in total should be paid, to be allocated among board members not employed in the company as follows, SEK 450,000 to the chairman of the board and SEK 200,000 to each one of the other members.
In addition, the annual general meeting resolved in accordance with the board's proposals
• that one auditor without any deputy auditor should be appointed for the period until the end of the annual general meeting to be held in 2015,
• that PricewaterhouseCoopers AB should be elected as auditor, with Authorized Public Accountant Ola Bjärehäll as auditor in charge, for the period until the end of the annual general meeting to be held in 2015,
• that fees should be paid to the auditor according to approved invoice.
Resolution regarding guidelines for determination of salaries and other remuneration to the President and other members of the company's management
The annual general meeting approved the board's proposed guidelines for determination of salaries and other remuneration to the President and other members of the company's management, which are the same as the guidelines that applied during the immediately preceding year.

Resolution regarding criteria for appointment of members to the nominating committee etc.
The annual general meeting adopted the board's proposal that current criteria regarding appointment of members of the nominating committee etc. should also apply during 2011.

Resolution regarding amendment of the articles of association
In accordance with the board's proposal, the annual general meeting resolved on amendment of the articles of association's provisions as regards the date and the manner for notice convening a general meeting. The amendment means that the date for notice shall no longer be specified in the articles of association, but shall merely comply with the provisions of the Swedish Companies Act in force from time to time, and that notice shall take place through an announcement in Swedish Official Gazette and on the company's website. It shall be announced in Dagens Industri that notice has been given.

In accordance with the board's proposal, the annual general meeting also resolved on amendment of the articles of association's provisions regarding registration for a general meeting, so that the latest time that registration shall have been received by the company shall no longer be specified in the articles of association.

All resolutions of the annual general meeting were passed with the requisite majority.