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Notice of Annual General Meeting
This content is available in the following languages: English, Swedish
AXIS AKTIEBOLAG (publ)
ParticipationTo be entitled to participate in the Annual General Meeting, shareholders shall:
• be registered in their own name in the transcription of the share register kept by Euroclear Sweden AB as of Friday, April 8, 2011, and
• give notice of attendance to the Company not later than 4:00 p.m. Friday, April 8, 2011.
Inclusion in the share registerShareholders whose shares are registered in the name of a nominee must, 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 on April 8, 2011. Such registration may be temporary.
Notice of attendanceThe notice of attendance should include name, Swedish 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 attend the Meeting. If a shareholder is represented by proxy, the power of attorney and – if the shareholder is a legal entity – 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 the original. A power of attorney form is available on the Company’s website: www.axis.com
Notice of attendance shall be made in writing 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 via the Company’s website.
Any questions relating to participation in the Meeting will be answered by Ray Mauritsson, President, Axis AB, or by Adrienne Jacobsen.
Right to request informationShareholders have the right to request information from the Company about the matters addressed at the Meeting.
Proposed agenda1. 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 approving the minutes.
6. Determination as to whether the Meeting has been duly convened.
7. Presentation of
a) the annual report and the Auditor’s report, and the consolidated accounts and the Auditor’s report on the consolidated accounts,
b) Auditor’s statement as to whether the principles for determining remuneration to senior executives which have applied since the previous Meeting have been followed,
c) the Board of Directors’ proposal for distribution of profits and statement of explanation.
8. Report by the President.
a) concerning the adoption of the profit and loss account and the balance sheet, and of 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 the discharge of liability for the members of the Board of Directors and of the President.
10. Determination of the number of members and deputy members of the Board of Directors.
11. Determination of the fees payable to the Board of Directors and the Auditor.
12. Election of Board members, Chairman and Auditor.
13. Resolution regarding the Board of Directors’ proposal regarding principles for determining salaries and other remuneration to the President and other members of company management.
14. Resolution regarding the Board of Directors’ proposal regarding the procedure for appointing the members of the Nomination Committee, etc.
15. Resolution regarding the Board of Directors’ proposal for amendment of the Articles of Association.
16. Other issues to be addressed by the Meeting in accordance with the Swedish Companies Act or the Articles of Association.
17. Closing of the Meeting.
The number of shares and votesThe total number of shares and votes in Axis AB amounts to 69,461,250 as at March 10, 2011. Each share carries one vote. There is only one class of shares. The Company does not own any shares in itself.
Proposal regarding election of the Chairman of the Meeting (Item 2)The Nomination Committee, comprising Therese Karlsson, Martin Gren and Christer Brandberg, representing more than 38 % of the total number of votes in the Company, proposes that Lars-Erik Nilsson be elected Chairman of the Meeting.
Proposal regarding dividend (Item 9b)The Board of Directors proposes a dividend for the fiscal year 2010 of SEK 4.50 per share, of which SEK 1.50 is an ordinary dividend and SEK 3.00 an extra dividend. The record date for the dividend is proposed to be April 19, 2011. If the Annual General Meeting resolves in accordance with the proposal, it is expected that the dividend will be disbursed by Euroclear Sweden AB on April 26, 2011. The last day of trading in the Company’s stock including the right to dividend is April 14, 2011.
Proposals regarding election of the Board of Directors and fees (Items 10-12)The Nomination Committee proposes
• that six Board members shall be elected without any deputy members;
• that the Board members Lars-Erik Nilsson, Charlotta Falvin, Martin Gren, Olle Isberg, Göran Jansson and Roland Vejdemo shall be re-elected,
• that Lars-Erik Nilsson be re-elected Chairman of the Board,
• that a fee totalling SEK 1,250,000 shall be paid to the Board of Directors to be distributed among members who are not employees of the Company, with SEK 450,000 to the Chairman and SEK 200,000 to each of the other Board members. The proposed fee is unchanged compared to the previous year.
The Board of Directors proposes
• that one auditor with no alternates shall be appointed for the period until the end of the Annual General Meeting which is to be held during 2015,
• that Öhrlings PricewaterhouseCoopers AB, with Authorised Public Accountant Ola Bjärehäll as auditor-in-charge is appointed as Auditor for the period until the end of the Annual General Meeting which is to be held during 2015,
• that the fees to the Auditor are paid against approved invoices.
Proposal regarding principles for determining salaries and other remuneration to the President and other members of the Company management (Item 13)The proposal of the Board of Directors regarding the principles for determining salaries and other remuneration to the President and other members of the Company management implies that the principles adopted by the Annual General Meeting in 2010 shall continue to be in force. Said principles can be found on the website of the Company, www.axis.com.
Proposal regarding the procedure for appointing the members of the Nomination Committee, etc. (Item 14)The Board of Directors proposes that the Annual General Meeting resolves that the procedure currently applicable for appointing the members of the Nomination Committee, etc., shall apply also for 2011, that is, that members of the Nomination Committee shall be appointed in accordance with the following:
The three largest shareholders in the Company as of August 31 of the year before the Annual General Meeting shall, on September 30 the year before or at the latest six months before the Annual General Meeting, each elect a representative as a member of the Nomination Committee. The Nomination Committee shall then internally elect one of the members as the Chairman. In the event that any of the three largest shareholders waives its right to elect a representative to the Nomination Committee, the fourth largest shareholder shall instead elect a representative or, if the fourth largest shareholder also declines, the shareholders shall thereafter, in a descending order, elect a representative until three representatives are appointed. In the event that a member leaves the Nomination Committee before the work of the Nomination Committee is completed, the shareholder that appointed that member shall appoint a new member. In the event that this shareholder declines to appoint a new representative, the fourth largest shareholder shall instead elect a representative or, if the fourth largest shareholder also declines, the shareholders shall thereafter, in a descending order, elect a representative until a new representative is appointed.
The Nomination Committee shall draw up and present proposals to the Annual General Meeting for resolution on the following matters:
1. Election of the Chairman of the Meeting.
2. Determination of the fees payable to the Board of Directors.
3. Election of the Chairman and other Board members.
4. Any proposals for changes in the procedures for appointing the Nomination Committee.
No fee is to be paid to the Nomination Committee. However, the Company is responsible for all reasonable costs related to carrying out the Nomination Committee’s assignment.
Proposal regarding amendment of the Articles of Association (Item 15)Amendment of § 8 of the Articles of Association
The Board of Directors proposes that the Meeting resolves that the provisions regarding time limits and procedure for convening a General Meeting as set forth in the § 8 of the Articles of Associations shall be amended. The proposal implies that the Articles of Association will be consistent with the new wording of the Swedish Companies Act (2005:551), which entered into force on January 1, 2011. The Board of Directors proposes that the time for issuing a notice of a General Meeting no longer shall be stated in the Articles of Association, but only follow from the provisions of the Swedish Companies Act, as applicable from time to time.
A notice convening an Annual General Meeting of Shareholders or an Extraordinary General Meeting of Shareholders where the question of changing the Articles of Association is to be dealt with, shall be issued, at the earliest, six weeks before and, at the latest, four weeks before the Meeting. A notice convening other Extraordinary General Meeting of Shareholders shall be issued, at the earliest, six weeks before and, at the latest, two weeks before the Meeting.
A notice convening a General Meeting of Shareholders shall be issued through announcement in the Swedish Official Gazette and in Dagens Industri. Should the publication of Dagens Industri cease, such notice shall instead be issued through announcement in the Swedish Official Gazette and in Dagens Nyheter.
A notice convening a General Meeting shall be issued through announcement in the Swedish Official Gazette and on the Company’s website. It shall be announced in Dagens Industri or, if the publication of Dagens Industri should cease, in Dagens Nyheter that a notice to a general meeting has been issued.
Amendment of § 9 of the Articles of Association
The Board of Directors proposes that the Meeting resolves that the provision in § 9 of the Article of Association shall be amended and no longer indicate the specific time on the day on which notice of attendance must be made to the Company. In all other respects § 9 remains unchanged.
Majority requirementsThe Meeting’s resolution to amend the Articles of Association must, in order to be valid, be supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the meeting.
Documents available prior to the Annual General MeetingThe Annual Report and Auditor’s Report and other documents that will be put forward to the Meeting according to item 7 of the proposed agenda 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, as from March 24, 2011 and will be sent to shareholders upon request.
Lund, March 2011
The Board of Directors of Axis AB (publ)