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2014-04-07

Net Insight AB: Notice to Attend Annual General Meeting in Net Insight

The shareholders inNET INSIGHT AB (publ)
are hereby summoned to the annual general meeting on Thursday, May 8, 2014 at
10 a.m. by the company's offices, Västberga Allé 9, Hägersten, Stockholm

Notification etc.

Shareholders who wish to participate in the annual general meeting must
firstly
be included in the shareholders' register maintained by
Euroclear Sweden AB as of Friday, May 2, 2014, and

secondly
notify the company of their participation in the annual general
meeting no later than 4.00 p.m. on Friday, May 2, 2014. The notification
shall be in writing to Net Insight AB, Attn: Susanne Jonasson, Box 42093, 126
14 Stockholm, via telephone: +46 8-685 04 00, via fax: +46 8-685 04 20 or via
e-mail: agm@netinsight.net. The notification should state the name,
personal/corporate identity number, address, telephone number and
shareholding and, when applicable, information about representatives,
counsels and assistants. When applicable, complete authorization documents,
such as registration certificates and powers of attorney for representatives
and counsels, shall be appended the notification.

Nominee shares

Shareholders whose shares have been registered in the name of a bank or other
trust department or with a private securities broker, must temporarily
re-register their shares in their own names with Euroclear Sweden AB in order
to be entitled to participate in the annual general meeting. Shareholders
wishing such re-registration must inform their nominee of this well before
Friday, May 2, 2014, when such re-registration must have been completed.

Proxy etc.

Shareholders represented by proxy shall issue dated and signed power of
attorney for the proxy. If the power of attorney is issued on behalf of the
proxy or, should the right to vote for the shares be divided among different
representatives, the representatives, together with information on the number
of shares each representative is entitled to vote for. The proxy is valid for
one year from the issuance or the longer period of validity stated in the
proxy, however not more than five year from the issuance. If the proxy is
issued by a legal entity, attested copies of the certificate of registration
or equivalent authorisation documents, evidencing the authority to issue the
proxy, shall be enclosed. The power of attorney in original and, where
applicable, the registration certificate, should be submitted to the company
by mail at the address set forth above well in advance of the annual general
meeting. A proxy form is available on the company's website,
www.netinsight.net, and will also be sent to shareholders that so request and
inform the company of their postal address.

The shareholders are reminded of their right to ask questions to the board of
directors and the CEO at the annual general meeting in accordance with
Chapter 7 Section 32 of the Swedish Companies Act (Sw.aktiebolagslagen
).

Number of shares and votes

There are, as of the day of this notice, 389,933,009 shares and 400,283,009
votes in the company. As of the day of this notice, the company holds no own
shares.

Proposed agenda

1. Election of a chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Speech by the managing director.
7. Presentation of the annual accounts and the auditor's report, and
the group annual accounts and the auditor's report on the group accounts.
8. Decision:
a) regarding the adoption of the income statement and the
balance sheet, and of the consolidated income statement and the consolidated
balance sheet;
b) regarding appropriation of the company's result according to
the adopted balance sheet;
c) regarding discharge from liability for the members of the
board of directors and the managing director.
9. Determination of the number of members and deputy members of the
board of directors as well as the number of auditors and deputy auditors.
10. Determination of the fees to the board of directors and the
auditors.
11. Election of the members and deputy members of the board.
12. Election of auditors.
13. Proposal for resolution regarding the nomination committee.
14. Proposal for resolution regarding guidelines for remuneration and
other terms of employment for the group management.
15. Closing of the meeting.

Proposal regarding appropriation of the company's result (item 8 (b))

The board of directors and the managing director propose that the company's
results shall be carried forward and thus no dividend will be distributed.

Election of chairman of the meeting, determination of the number of members
and deputy members of the board of directors as well as auditors and deputy
auditors, fees to the board of directors and the auditors and election of
members of the board of directors and auditors (items 1, 9, 10, 11 and 12)

The nomination committee, appointed in accordance with the process that was
determined at the annual general meeting 2013, consists of Lars Bergkvist,
chairman, (Lannebo Fonder), Clifford H. Friedman (Constellation Growth
Capital), Annika Andersson (Swedbank Robur fonder), Ramsay Brufer (Alecta)
and Lars Berg (chairman in Net Insight AB and European Venture Partner for
Constellation Growth Capital). The nomination committee proposes that:

* The chairman of the board of directors, Lars Berg, is proposed to chair the
annual general meeting (item 1).
* The number of members of the board of directors shall be 6, with no deputy
members (item 9).
* The number of auditors shall be 1 without deputy auditors (item 9).
* That the fees to the board of directors shall amount to SEK 1,350,000 to be
allocated with SEK 425,000 to the chairman of the board of directors and
SEK 185,000 to each other member of the board of directors who are not
employees in the company. No fee shall be paid for work in the committees
of the board of directors. Following a separate agreement with the company,
a board member may invoice the fees for the board work, together with
statutory social security contributions and value added tax, through a
company owned by the board member, subject to the precondition that such
payment is cost neutral to the company (item 10).
* Auditors' fee is proposed to be on approved account (item 10).
* Re-election of the board members Lars Berg, Gunilla Fransson, Anders
Harrysson, Cecilia Beck-Friis, Crister Fritzson and Regina Nilsson. For
information about the board members proposed for re-election, please see
the annual report. Lars Berg is proposed to be re-elected as chairman of
the board (item 11).
* Re-election of the auditor PricewaterhouseCoopers AB (item 12).

Proposal for resolution regarding the nomination committee (item 13)

The Nomination Committee proposes that the Annual General Meeting resolves to
approve the committee's proposal for a decision regarding the nomination
committee as set out below.

The Chairman of the Board shall convene the four largest shareholders in the
company based on Euroclear Sweden AB's list of shareholders (grouped) on the
last business day in August 2014 and on other reliable information provided
by the company at that time, who shall each appoint a representative to be a
member of Nomination Committee together with the Chairman of the Board until
a new Nomination Committee has been appointed. The nomination committee
elects a chairman.

If one of the four largest shareholders waives their right to appoint a
member, the next largest shareholder, based on the number of votes, shall be
entitled to appoint a member. If a member of the Committee resigns before the
committee's work is finished, the same shareholder who appointed the
resigning member is entitled to appoint a new member if deemed necessary. If
this shareholder is no longer one of the four largest owners in the company,
a new member shall be appointed by the new shareholder within this group. The
Nomination Committee shall be announced through a press release as soon as
the committee is appointed. If ownership is then substantially changed the
composition of the Committee changed accordingly.

The Nomination Committee shall prepare the following proposals to submit to
the Annual General Meeting for resolution: the number of Board members to be
appointed by the Meeting, the Board fees and distribution between the
Chairman of the Board and the other Board members and remuneration for
committee work, proposal of Board members, proposal of the Chairman of the
Board, the Chairman of the Annual General Meeting, nomination process and,
where appropriate, a proposal for election of auditors and proposals for
remuneration of the auditors.

The Nomination Committee shall, in connection with its duties meet the
information, according to the Swedish Code of Corporate Governance for
Nominating Committees.
The Nomination Committee shall have the right to charge the Company with costs
for recruitment consultants that may be required for the committee to fulfil
its mission. No remuneration is paid to the committee members.

Proposal for resolution regarding guidelines for remuneration and other terms
of employment for the group management (item 14)

The board of directors proposes that the annual general meeting resolves to
approve the board of directors' proposal regarding guidelines for
remuneration and other terms of employment for senior executives as set forth
below.

The senior executives' terms and remunerations and general principles for
remuneration
The company offers salaries and remunerations in line with market practice, as
verified by external compensation database, based on a fixed and a variable
component. Remuneration to the CEO and senior executives consist of base
salary, variable remuneration and pension benefits. "Senior executives"
refers to the ten persons, including the CEO, which constitute the group
management and members of the board of directors with whom an employment or
consultancy agreement has been entered into. The division between fixed and
variable remuneration is in proportion to the respective manager's
responsibility and authority. The variable remuneration is based on a
combination of revenue, results and activity targets.

For the CEO, the Global Head of Sales and the VP New Segment Sales the annual
variable remuneration is capped at 100 per cent and for other senior
executives at 20-60 per cent of the base salary. 70 per cent of the variable
remuneration is based on measurable financial targets. For the Global Head of
Sales a ...

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