The shareholders in
NET INSIGHT AB (publ)
are hereby summoned to the annual general meeting onThursday, April 29, 2010 at
10 a.m. by the company's offices, Västberga Allé 9, Hägersten, Stockholm
Notification etc.
Shareholders who wish to participate in theannual general meeting must
firstly be included in the shareholders' register maintained by Euroclear Sweden
AB (previously VPC AB) as of Friday, April 23, 2010, and
secondly notify the company of their participation in the annual general meeting
no later than on Friday, April 23, 2010. The notification shall be in writing to
Net Insight AB, Attn: Susanne Fagerberg, 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, April
23, 2010, 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 a legal entity, a
certified copy of a registration certificate or a corresponding document shall
be appended. The power of attorney and the registration certificate may not be
older than one year. 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.
Number of shares and votes
There are389,933,009 shares and 400,283,009 votes in the company.
Proposed agenda
1.Election of a chairman of the meeting.
2.Preparation and approval of the voting list.
5194346-v3
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.
5. Determination of the number of members and deputy members of the board of
directors.
6. Determination of the fees to the board of directors and the auditors.
7. Election of the members and deputy members of the board.
8. Proposal for resolution regarding the nomination committee.
9. Proposal for resolution regarding guidelines for remuneration and other
terms of employment for the group management.
10. 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 theaccumulated
profit of the year, SEK 196,607,785, is brought forward.
Election of chairman of the meeting, determination of the number of members and
deputy members of the board of directors, fees to the board of directors and
election of members of the board of directors (items 1, 9, 10, and 11)
The nomination committee, appointed in accordance with the process that was
determined at the annual general meeting 2009, consists of Clifford H. Friedman
(Constellation Growth Capital), Lars Bergkvist (Lannebo Fonder), Ingemar Syréhn
(Swedbank Robur Fonder), Peter Lindell, AMF Försäkring och fonder, and Lars Berg
(chairman of the board of directors 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 be7, with no deputy
members (item 9).
* That the fees to the board of directors shall amount to SEK 1,250,000 to be
allocated with SEK 350,000 to the chairman of the board of directors and SEK
150,000 to each other member of the board of directors. No fee shall be paid
for work in the committees of the board of directors (item 10).
* Auditors' fee is proposed to be on current account (item 10).
* Re-election of the board members Lars Berg, Clifford H. Friedman, Bernt
Magnusson, Ragnar Bäck, Gunilla Fransson and Arne Wessberg as well as
new-election of Anders Harrysson as a board member. Lars Berg is proposed to
be re-elected as chairman of the board (item 11).
Anders Harrysson has more than 20 years of international experience in senior
positions in the IT industry, including 14 years at IBM with several years at
the European Headquarters in Paris and the group's headquarters in the United
States. Between 1998 and 2010 Anders Harryssonwas Vice President at Sun
Microsystems with responsibility for the group's activities in Northern Europe.
Anders Harrysson holds a Master of Science in Engineering Physics from Linköping
Institute of Technology.
Please note that the annual general meeting 2007 elected Öhrlings
PricewaterhouseCoopers AB to be the company's auditor for the time up to the
annual general meeting 2011.
Proposal for resolution regarding the nomination committee (item 12)
The nomination committee proposes that the annual general meeting resolves to
approve the nomination committee's proposal for resolution regarding the
nomination committee as set forth below.
The chairman of the board of directors shall contact the company's four largest
shareholders in terms of voting rights,who may each appoint one representative
to serve as a member of the nomination committee along with the chairman of the
board of directors up until the end of the end of the next annual general
meeting or, if necessary, up until a new nomination committee has been
appointed. If any of the four largest shareholders does not exercise its right
to appoint one representative to the nominating committee that right passes to
the shareholder who, next to the abovementioned shareholders, is the largest
shareholder in terms of voting rights. If a member of the nomination committee
resigns prior to the conclusion of the work of the committee, the same
shareholder who appointed the resigning member shall, if considered to be
required, appoint a successor, or if that shareholder no longer, in terms of
voting rights, is one of the four largest shareholders, by the new shareholder
of that group. The composition of the committee shall be made public through a
separate press release as soon as it has been appointed. In case the ownership
structure would change substantially there after, the composition of the
committee shall change accordingly.
Thetask of the nomination committee shall be to present the following proposals
to the annual general meeting: proposal with respect to the number of members of
the board of directors to be elected by the annual general meeting, proposal
with respect to the fees for the board of directors allocated between the
chairman and the other members of the board of directors and possible fees for
work in the committees of the board of directors, the composition of the board
of directors, the chairman of the board of directors, chairman of the annual
general meeting and, when applicable, for the election of auditors and the fees
for the auditors.
Proposal for resolution regarding guidelines for remuneration and other terms of
employment for the group management (item 13)
There has been no deviation from the resolution at the annual general meeting
2009 regarding the seniorexecutives' terms and remunerations and general
remuneration principles during 2009 except for the Global head of Sales who has
a compensation model where the variable remuneration is entirely based on net
sales.
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
concerned by external compensation expertise, based on a fixed and a variable
component. Remuneration to the CEO and senior executives consist of base salary,
variable remuneration, employee stockoptions and pension benefits. "Senior
executives" refers to the six persons who together with the CEO constitute the
management team. 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 annual variable remuneration is capped at 100 per cent and for
other senior executives, not including the global head of sales, at 30-60 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 applies a
compensation model where the variable remuneration is entirely based on net
sales.
For certain senior executives, the agreed base salary is fixed during
2009, 2010 and 2011. Half of the outcome of the variable remuneration during
2009, 2010 and 2011 is put in escrow and paid out in April 2012, after applying
a multiplier on the accumulated amount in escrow. The multiplier is dependant on
the increase of the company's market capitalization compared to the average
market capital during the 6 months, from and including October 2011 up to and
including March 2012. This variable remuneration is paid out if the company's
market capitalization as above corresponds to a share price of not lower than
SEK 6 and with a cap determined at SEK 12.50. Any outcome of the employee stock
option plans 2007 and 2009 is set off from the resulting amount.
Almost the entire personnel have some kind of variable remuneration and the
entire personnel participate in employee stock option plans.
Reservation of all variable remuneration as well as social charges is made in
the accounts.
Pension liability
The company's pension liability towards the CEO amounts to 35 per cent of the
fixed annual salary, excluding variable remuneration. Towards the other group
managers the pension liability amounts to between 12 to 35 per cent of the
annual salary. All contributions to pension plans are defined. The retirement
age for the CEO and the other group managers is 65 years
Redundancy payment
The company and the CEO have a reciprocal notice period of six months. Upon
termination by the company, a redundancy payment corresponding to 18 monthly
salaries is obtained. Any salary or other remuneration that the CEO obtains from
employment or other business conducted under the 18 months period following the
termination is set off against the redundancy payment. Upon termination by the
company, the deputy-CEO obtains a redundancy payment of 3 monthly salaries. Any
salary or other remuneration that the deputy-CEO obtainsfrom recruitment or
other business conducted during the 3 months period following the termination
shall be set off against the redundancy payment. The company and the other group
managers have a reciprocal notice period of 3-6 month
The Board shall have the right to deviate from these guidelines if special
reasons exist.
___________________
Shareholders representing approximately 37.5 per cent of the votes of all shares
in the company have announced that they at the annual general meeting will
support the above resolutions as regards items 1 and 9-12.
The annual report, the auditor's report as well as the auditor's statement
whether the board of directors' guidelines for remuneration to key executives
have been applied will not later than Thursday, April 15, 2010 be held available
at the company's office at Västberga Allé 9, Hägersten, Sweden, and will be sent
to the shareholders who so request and inform the company of their postal
address.
Stockholm, March, 2010
NET INSIGHT AB (publ)
The board of directors
[HUG#1397931]
