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Stockholm, Sweden, Mar 12, 2008 - (ABN Newswire) - The shareholders in
NET INSIGHT AB (publ)
are hereby summoned to the annual general meeting on 10 April 2008 at 10 a.m. at the company's offices, Västberga Allé 9, Hägersten, Stockholm
Notification etc. Shareholders who wish to participate in the general meeting must firstly be included in the shareholders' register maintained by VPC AB as of Friday, 4 April 2008, and secondly notify the company of their participation in the annual general meeting no later than 4 p.m. on Friday, 4 April 2008. The notification shall be in writing to Net Insight AB, Attn: Lena Åberg, Box 42093, 126 14 Stockholm, via telephone: +46 8-685 04 00, via fax: +46 8-447 49 62 or via e-mail: info@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 VPC 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, 4 April 2008, 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 general meeting. A proxy form is available on www.netinsight.se/corporate_governance.asp.
Number of shares and votes There are 370,830,720 shares and 387,930,720 votes in the company.
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. 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. Proposal for resolution regarding the nomination committee. 13. Proposal for resolution regarding guidelines for remuneration and other terms of employment for the group management. 14. 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 profit of the year, SEK 42,552,341, is brought forward.
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 9, 10, and 11) The nomination committee, appointed in accordance with the process that was determined at the annual general meeting 2007, consist of: Ramsay Brufer, Alecta, Åsa Nisell, Swedbank Robur Fonder, Christer Bohm, representing the founders of the company, Cliff Friedman, Constellation Ventures and Lars Berg, the chairman of the board of directors as well as the chairman of the nomination committee. The nomination committee proposes that:
* The number of members of the board of directors shall be 6, with no deputy members (item 9). * That the fees to the board of directors shall amount to SEK 1,100,000 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 members of the board of directors Lars Berg, Clifford H. Friedman, Bernt Magnusson and Ragnar Bäck. Election of Gunilla Fransson and Arne Wessberg. Birgitta Stymne Göransson and Marco Limena have declined re-election. Lars Berg is proposed to be re-elected as chairman of the board (item 11).
Gunilla Fransson is the Managing Director of Saab Communication. Arne Wessberg is the president of Prix Europa and International Institute of Communications and is the chairman of the board of directors of DigiTVPlus Oy.
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 convene the company's four largest shareholders in terms of voting rights, each of whom may appoint one representative to serve as a member of the nomination committee together with the chairman of the board of directors up until the end of the end of the next general meeting or, if necessary, up until a new nomination committee has been appointed. Should any of the four largest shareholders refrain from their right to appoint a member of the nomination committee, the next largest owner shall be presented with the opportunity to appoint a member. 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. However, if that shareholder, in terms of voting rights, no longer belongs to the four largest shareholders, a new member shall be appointed 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. Should the ownership structure change substantially thereafter, the composition of the committee shall be changed accordingly.
The nomination committee shall prepare and present the following proposals to the annual general meeting: election of the chairman of the annual general meeting, number of members of the board of directors to be elected, election of the board of directors, election of chairman of the board of directors, the board fees, divided between the chairman and the other members, and any remuneration for committee work, the fees to auditors, and, where applicable, election of auditors.
Proposal for resolution regarding guidelines for remuneration and other terms of employment for the group management (item 13) 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 the group management as set forth below. The proposed guidelines do not contain any material change compared to the guidelines that were resolved on the annual general meeting 2007. The board of directors reserves the right to make deviations from the proposed guidelines in special cases.
The group managers' 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 managing director and other group managers consist of base salary, variable remuneration, employee stock options and pension benefits. "Group managers" refers to the managing director and the other members of the group management, which in addition to the managing director, consists of four persons. 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 managing director the annual variable remuneration is capped at 100 per cent and for the deputy managing director at 60 per cent of the base salary. 70 per cent of the variable remuneration is based on measurable financial targets. For the managing director and the deputy managing director the agreed base salary is fixed during 2006, 2007 and 2008. Half of the outcome of the variable remuneration during 2006, 2007 and 2008 is put in escrow and paid out in April 2009, after applying a multiplier on the accumulated amount in escrow. The multiplier is dependant on the increase of the company's market capitalization as from the time of the appointment of the managing director and the deputy director, compared to the average market capital during the 6 months, from October 2008 up to and including March 2009. This variable remuneration is paid out if the company's market capitalization as above correspond to a share price of not lower than SEK 5 and with a cap determined at SEK 12.50.
The variable remuneration for other group managers is capped at 25 to 30 per cent of the base salary. 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 managing director amounts to 35 per cent of the annual salary, excluding variable remuneration. Towards the other group managers the pension liability amounts to between 20 to 35 per cent of the fixed annual salary. All contributions to pension plans are defined. The retirement age for the managing director and the other group managers is 65 years.
Redundancy payment The company and the managing director 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 managing director 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-managing director obtains a redundancy payment of 3 monthly salaries. Any salary or other remuneration that the deputy-managing director obtains from employment or other business conducted under the 3 months period following the termination is set off against the redundancy payment. The company and the other group managers have a reciprocal notice period of 3-6 months.
Additional information regarding financial instruments As of 31 December 2007, the managing director holds 2,350,000 employee stock options, whereof 700,000 are issued under Stock Option Plan 2003 (2003-2008), 900,000 are issued under Stock Option Plan 2004 (2004-2008) and 750,000 are issued under Stock Option Plan 2007 (2007-2011). As of 31 December 2007, the other group managers hold 158,000 employee stock options issued under Stock Option Plan 2003, 1,550,000 issued under Stock Option Plan 2004 and 1,750,000 issued under Stock option Plan 2007.
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Shareholders representing approximately 34 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 item 9-12.
Annual accounts in accordance with item 7 above will as from Thursday, 27 March 2008, be held available at the company, address Västberga Allé 9, Hägersten, and be sent to shareholders that so request and inform the company of their postal address.
Stockholm, March 2008 NET INSIGHT AB (publ) The board of directors
