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2016-03-14

AXIS COMMUNICATIONS: Axis AB: Notice of Annual General Meeting

The shareholders of Axis AB (publ) are hereby invited to the Annual
General Meeting on Wednesday, April 13, 2016 at 5 p.m. in the
company's premises at Edison Park, Emdalavägen 14, Lund, Sweden.
Registration for the Annual General Meeting will begin at 4 p.m.

As set forth in the notice convening the Annual General Meeting, Axis'
majority shareholder Canon Inc. has informed the company's Board of
Directors that Canon Inc. at the Annual General Meeting 2016 will
vote against that there shall be any declaration of a dividend to the
shareholders at the Annual General Meeting 2016. Based on this
information, the Board of Directors and the President have decided
not to propose any declaration of dividend at the Annual General
Meeting 2016 and that the profits at the disposal of the Annual
General Meeting shall be carried forward.

The notice may be found on Axis' homepage, www.axis.com, and is
attached to this press release. On March 16, 2016, it will be
announced in Dagens Industri that notice has been given and the
notice will be found in its entirety in the Swedish Official Gazette
on March 16, 2016.

Notice of Annual General Meeting

AXIS AKTIEBOLAG (publ)

Axis AB (publ) is holding its Annual General Meeting at 5.00 p.m. on
Wednesday, April 13, 2016, at the company's premises, Emdalavägen 14
in Lund, Sweden.

Participation

The right to participate in the Annual General Meeting falls upon
persons who

· are registered as shareholders in the share register maintained by
Euroclear Sweden AB as of Thursday, April 7, 2016, and

· have given notice of attendance to the company not later than
Thursday, April 7, 2016.

Recording in the share register

Shareholders whose shares are registered in the name of a nominee
must, in order to be entitled to participate in the Meeting, ensure
that the nominee registers the shares in the shareholder's own name,
so that the shareholder is registered in the share register on
Thursday, April 7, 2016. Such registration may be temporary.

Notice of attendance

The notice of attendance should include name, personal identity number
or corporate registration number, address and telephone number as
well as the number of shares represented. The notice should also
state the number of advisors (however, not more than two) that the
shareholder wishes to bring to the Meeting. If a shareholder is
represented by proxy, the power of attorney and - if the shareholder
is a legal entity - a certified copy of the certificate of
registration, or other document demonstrating the signatory's
authority to sign for the legal entity, must be sent to the company
in good time prior to the Meeting. The power of attorney must be
presented in its original. Proxy forms are available at the company's
website, www.axis.com.

Notice of attendance shall be made in writing to Axis AB (publ), Attn:
Adrienne Jacobsen, Emdalavägen 14, SE-223 69 Lund, Sweden or by
telephone +46 46 272 18 00.

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 approve the minutes.
6. Determination as to whether the Meeting has been duly convened.
7. Presentation of the annual report and the auditor's report, and
the consolidated annual report and the auditor's report for the
group.

8. Resolution:
a) concerning the adoption of the profit and loss account and the balance sheet, and the consolidated profit and loss account and the consolidated balance sheet;

b) concerning the disposition of the company's profit as set forth in the adopted balance sheet;

c) concerning discharge from liability for the members of the Board of Directors and for the President.

9. Determination of the number of members of the Board of Directors
and auditors.

10. Determination of the fees payable to the Board of Directors and
the auditor.

11. Election of Board members, Chairman of the Board and auditor.
12. Resolution concerning the Board of Directors' proposal regarding
principles for determining salaries and other remuneration to the
President and other members of company management.

13. Closing of the Meeting.
Number of shares and votes

The number of shares and votes in the company is 69,461,250. The
company does not hold any own shares.

Proposal regarding dividend (Item 8b)

Axis' majority shareholder Canon Inc., holding 84.83 percent of the
shares and votes in the company as at the date of this notice, has
informed the company's Board of Directors that Canon Inc. at the
Annual General Meeting 2016 will vote against that there shall be any
declaration of a dividend to the shareholders at the Annual General
Meeting 2016. Based on this information, the Board of Directors and
the President have decided not to propose any declaration of dividend
at the Annual General Meeting 2016 and that the profits at the
disposal of the Annual General Meeting shall be carried forward.

Proposals regarding Items 2 and 9-11

The Board of Directors has been informed that Canon Inc. proposes the
following:

· that adjunct professor Svante Johansson shall be elected Chairman
of the Meeting;

· that five Board members shall be elected without any deputy
members;

· that the company shall have one auditor without any deputies;
· that Bert Nordberg, Biörn Riese, Håkan Kirstein, Martin Gren and
Toshizo Tanaka shall be re-elected members of the Board of Directors;

· that Biörn Riese shall be re-elected Chairman of the Board;
· that Ernst & Young Aktiebolag shall be elected as auditor for the period until the end of the next Annual General Meeting (authorized public accountant Johan Thuresson is intended to serve as auditor-in-charge);
· that remuneration totalling 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, with the exception of Toshizo Tanaka who shall not receive
any remuneration; and

· that the remuneration to the auditor shall be paid against
approved invoices.

Proposal regarding principles for determining salaries and other
remuneration to the President and other members of the company
management (Item 12)

The board proposes the following principles for determination of
salaries and other remuneration to the President and other members of
the company management. The guidelines shall apply to employment
contracts entered into according to the general meeting's resolutions
and guidelines, and in cases where changes are made to existing terms
and conditions according to resolutions of general meetings. The
guidelines essentially correspond to the principles that have been
applied to date. For information regarding terms of remuneration for
2015, please refer to Note 18, Personnel, in the Annual Report for
the financial year 2015.

Remuneration to the President and other members of the company
management (that is, the nine persons who together with the President
comprise the group management) may consist of basic salary, variable
remuneration and pension. The remuneration to nine persons in the
group management currently also includes "stay on board remuneration"
that has been agreed and put in place in accordance with the
remuneration guidelines adopted by the Annual General Meeting 2015.
Other benefits and other remuneration shall be received on the same
basis as for other employees. Persons who are resident outside of
Sweden may be offered notice periods and termination benefits that
are competitive in the country where the persons are or have been
resident or to which they have a substantial connection, preferably
solutions equivalent to what applies for managerial employees
resident in Sweden.

The objective of Axis AB's remuneration policy for the senior
executives shall be to offer compensation that promotes the
recruitment of skilled expertise and retaining it in the company. The
basic salary shall be determined on the basis that it should be
competitive. The absolute level shall depend on the specific position
and the individual's performance.

Variable remuneration (bonus) to the President and other senior
executives shall be based on the financial goals of the group and
shall be calculated as a function of the sales growth and the profit
margin for the year in question. The bonus to the President shall be
maximized at 240 percent of the annual salary and for the other
senior executives, the highest individual bonus amount shall be
maximized at 80 percent of an annual salary.

The retirement age for the President shall be 65. Pension insurance
premiums shall amount to 35 percent of the pension-qualifying salary
up to a maximum of 28.5 basic amounts. For a salary in excess of 28.5
basic amounts, a premium of 25 percent shall be paid. The ITP
agreement shall be applied for other senior executives, with a
retirement age of 65.

In the event of termination of employment, a six-month mutual notice
period shall apply for the President. In the event of termination of
employment of the President by the company, termination benefits
corresponding to up to twelve cash monthly salaries may be paid after
the end of the notice period. In the event of termination by the
President, no termination benefits shall be payable. A mutual notice
period of three to six months shall apply between the company and the
other senior executives. In the event of termination by the company,
termination benefits corresponding to up to twelve cash monthly
salaries can be paid. In the event of termination by any of the
senior executives, no termination benefits shall be payable.

Deviations from the principles described above may be approved by the
board of directors, if there are specific reasons in individual
cases. Prior to the AGM 2015, two deviations were made from the
principles adopted by the AGM 2014, whereby i) termination benefits
offered to the members of the company management other than the
President were adjusted to correspond to 12 monthly salaries, and ii)
a "stay on board" bonus corresponding to three monthly salaries,
conditional on continued employment in the company on June 30, 2015,
was introduced for the then members of the management team. The
adjustment of termination benefits was made in order to ensure
market-related compensation to the management team. This was deemed
particularly necessary due to the then outstanding public offer for
the company made by Canon. The "stay on board" bonuses were
introduced for the same reason, whereby specific reasons existed for
the deviations. The deviation concerning termination benefits
complies with the principles subsequently adopted by the Annual
General Meeting on 15 June 2015.

Documents available prior to the Annual General Meeting etc.

The annual report and other supporting resolution documentation will
be available at the company's head office at Emdalavägen 14 in Lund,
Sweden, as well as on the company's website, www.axis.com, not later
than three weeks prior to the Meeting, and will be sent to
shareholders upon request.

The shareholders are reminded of their right to request information
pursuant to Chapter 7 Section 32 of the Swedish Companies Act.

______________________________

Lund, March 2016

The Board of Directors of Axis AB (publ)

For further information, please contact:

Björn Hallerborn, PR & Corporate Communications Manager, Axis
Communications

Phone: + 46 46 272 1800, E-mail: pressoffice@axis.com

Axis is required to publish the information contained in this press
release in accordance with the Swedish Securities Market Act. This
information was provided to the media for publication 08:30 a.m. CET
on the 14th of March, 2016.

About Axis Communications
Axis offers intelligent security solutions that enable a smarter,
safer world. As the market leader in network video, Axis is driving
the industry by continually launching innovative network products
base...

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