Notice to attend annual general meeting in Net Insight

Shareholders who wish to participate in the general meeting must

first be included in the shareholders' register maintained by VPC AB as of Tuesday, 28 March 2006, and

second notify the company of their participation no later than 4 p.m. on Tuesday, 28 March 2006. The notification shall be in writing to Net Insight AB, Attn: Marie Holmberg, Box 42093, 126 14 Stockholm, via telephone: 08-685 04 00, via fax: 08-447 49 62 or via e-mail: info@netinsight.net. The notification shall 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, shall be appended.

 

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 VPC AB in order to be entitled to participate in the general meeting. Shareholders wishing such re-registration must inform their nominee of this well before Tuesday, 28 March 2006, when such re-registration must have been completed.

 

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 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 indicated above will in advance of the general meeting.

 

1. Election of chairman of the meeting.

2. Preparation and approval of the voting list.

3. Approval of the agenda.

4. Election of one ore 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 the 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.

10. Determination of the fees to the board of directors.

11. Election of the members of and deputy members of the board of directors.

12. Proposal regarding the amendment of the articles of association.

13. Closing of the meeting.

 

The board of director's and the managing director propose that the company's accumulated loss corresponding to SEK 68 536 129 is set off against the reserve fund.

 

Shareholders representing approximately 40 percent of the votes of all shares in the company have announced that they will support the below proposals regarding number of members and deputy members of the board of directors, fees to the board of directors and auditors, and election of members of the board of directors.

The number of members of the board of directors shall be 6, with no deputy members (item 9).

The fee shall be SEK 925,000 in total, to be divided among the members of the board of directors in accordance with the board of directors' decision (item 10).

 The fee for the auditors shall be defrayed on current account (item 10).

 Re-election of the members of the board of directors Lars Berg, Clifford H. Friedman, Birgitta Stymne Göransson and Bernt Magnusson, and first-time election as members of the board of directors of Ragnar Bäck and Marco Limena. The members of the board of directors Bo Dimert and Raimo Lindgren have declined re-election (item 11).

 

Ragnar Bäck

Ragnar Bäck was born in 1944 and has a degree in MS Engineering Physics from the Royal Institute of Technology in Stockholm. Bäck is currently the Chairman for Ericsson operations in CEMA. Bäck joined Ericsson in 1969 where he has held several executive positions such as CEO in Italy and in the Netherlands, Executive Manager for the Asian/Pacific region in Hong Kong, and Executive Manager for Western Europe in London. Bäck is a board member of Todos.

 

Marco Limena

Marco Limena was born in 1965 and has a degree in Electrical Engineering and System Dynamics, completed post-graduate studies at INSEAD in France and at the Massachusetts Institute of Technology (MIT). Limena is an Italian citizen, resident in the USA. Limena was most recently Vice President of Hewlett-Packard's Solution Organization for the Network and Service Provider business, addressing communication infrastructure solutions, mobility, and digital rich media services. Prior to that assignment, Limena served as Worldwide Marketing Manager for the same Network and Service Provider business at HP. Limena joined HP in 1992 and has held several executive sales positions at HP in Europe. Limena currently serves as Board Member for the TeleManagement Forum, a non-profit organization that works to improve the management and operation of information and communications services.

 

By way of information, the shareholders are notified that the auditors Bertil Johanson and Marcus Johansson, both working at Öhrlings PricewaterhouseCoopers AB, were re-elected at the annual general meeting 2003, for the time until the end of the annual general meeting 2007.

 

The board of directors of Net Insight AB proposes the annual general meeting of 2006 to resolve to amend the articles of association in order to adjust the articles to the Companies Act (2005:551). The proposal substantially entails the following:

 

Section 5 is proposed to be amended in order for the prescription of the shares' nominal amount to be replaced with a prescription of number of shares as follows:

 

"The number of shares shall be no less than 250,000,000 and no more than 1000,000,000."

 

Furthermore the Section is proposed to be amended in order for provisions regarding the shareholders' pre-emption rights to be regulated when issuing warrants and convertibles in addition to share issues, and in order for the pre-emption rights to be regulated for issues of new shares with payment by way of set-off against a claim on the company in addition to cash issues.

 

Section 7 is proposed to be amended as follows:

 

"The company shall have one to two auditors, with or without deputy auditors, for the review of the company's annual accounts and accounting documents."

 

Section 8 is proposed to be amended in order for the notice to attend general meeting to be published in the Post- och Inrikes Tidningar (the Swedish Official Gazette) and Svenska Dagbladet.

 

The record day provision in Section 12 is proposed to be amended in conformity with the Companies Act (2005:551).

___________

 

The board of director's complete proposals regarding the amendment of the articles of association according to item 12 and annual accounts according to item 7 above, will from Monday, 20 March 2006, be available at the company, address Västberga Allé 9, Hägersten, and sent to shareholders that so request and inform the company of their postal address.

 

Stockholm March 2006

NET INSIGHT AB (publ)