Notice to Attend Annual General Meeting in Net Insight

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The shareholders in NET INSIGHT AB (publ) are hereby summoned to the annual
general meeting on Thursday, April 28, 2011 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 Wednesday, April 20, 2011, and
secondly            notify  the  company  of  their  participation in the annual
general  meeting no  later than  on Wednesday,  April 20, 2011. The notification
shall  be in writing to Net Insight  AB, Attn: Eva Askerlund, 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 Wednesday, April
20, 2011, 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 389,933,009 shares and 400,283,009 votes  in the company. 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 accumulated
profit of the year, SEK 764,447,796, is brought forward.

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  2010, consists of Lars Bergkvist,
chairman, (Lannebo Fonder), Clifford H. Friedman (Constellation Growth Capital),
Åsa  Nisell  (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 7, with no
deputy members (item 9).
·         The number of auditors shall be one without deputy auditors (item 9).
·         That the fees to the board of directors shall amount to SEK 1,450,000
to  be allocated with SEK 400,000 to the  chairman of the board of directors and
SEK 175,000 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 approved account (item 10).
·          Re-election of  the board  members Lars  Berg, Clifford  H. Friedman,
Bernt Magnusson, Gunilla Fransson, Arne Wessberg and Anders Harrysson as a board
member. New election of Fredrik Trägårdh. Lars Berg is proposed to be re-elected
as chairman of the board (item 11).
·          Re-election of  the auditor  Öhrlings PricewaterhouseCoopers AB (item
12).

Fredrik Trägårdh, born 1956, is the Chief Executive Officer of Net Insight. With
over  22 years of  financial management  experience, he  joined the  Net Insight
management team in 2002 and held the position as CFO until February 2006. Before
joining  Net Insight,  Fredrik was  senior vice  president and director of group
finance  at Daimler  Chrysler Rail  Systems GmbH.  In addition, he was executive
vice president of structured finance at ABB Financial Services. Fredrik has also
held  various senior  positions in  corporate and  structured finance as well as
financial  management. Fredrik  received an  MBA from  the Gothenburg  School of
Economics.

Proposal for resolution regarding the nomination committee (item 13)
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, based  on Euroclear Sweden AB's list of
shareholders  (by groups of  owners) on the  last banking day  in August, and on
other  reliable information provided to  the company at this  time, 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. The nomination committee decides among itself who
is to be chairman.
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  thereafter,  the  composition  of  the
committee shall change accordingly.

The task 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, appointment of the  nomination committee and, when applicable,
for the election of auditors and the fees for the auditors.

The  nomination  committee  should  in  conjunction  with its work fulfill other
duties  that  according  the  Swedish  code  for corporate governance, should be
fulfilled by the nomination committee.

The nomination committee shall have the right to charge the company for expenses
such  as those incurred in conjunction  with the use of recruitment consultants,
whose  assistance may be required to  enable the nomination committee to execute
its duties properly. No fees are payable to members of the nomination committee.

Proposal for resolution regarding guidelines for remuneration and other terms of
employment for the group management (item 14)
There  has been no deviation  from the resolution at  the annual general meeting
2010 regarding  the  senior  executives'  terms  and  remunerations  and general
remuneration principles during 2010.

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 which are
essentially the same as last year.

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 database,  based on  a fixed and a variable
component. Remuneration to the CEO and senior executives consist of base salary,
variable  remuneration,  employee  stock  options  and pension benefits. "Senior
executives"  refers to  the CEO  and the  other members  of the management team,
which  in addition to the  CEO, consists of seven  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 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 100 % 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 all
personnel  are offered to participate  in  employee stock option plans, assuming
that they are employed when the program is launched.

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  20  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  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 month

The  Board shall  have the  right to  deviate from  these guidelines  if special
reasons exist.

                              ___________________

Shareholders representing approximately 41.5 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 9-13.

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 7, 2011 be held available
at  the  company's  office  at  Västberga  Allé 9, Hägersten, Sweden, and on the
company's  website as well as sent to the shareholders who so request and inform
the company of their postal address.

                             Stockholm, March, 2011
                             NET INSIGHT AB (publ)
                             The board of directors


Net  Insight  AB  discloses  the  information  provided  herein  pursuant to the
Securities  Market  Act  and/or  the  Financial  Instruments  Trading  Act.  The
information was submitted for publication on March 25, 2011 at 08.30 CET.


For further information, please contact:
Fredrik      Trägårdh,     CEO     of     Net     Insight,     +46 8 685 04 00,
fredrik.tragardh@netinsight.net




About Net Insight
Net Insight delivers the world's most efficient and scalable transport solution
for Broadcast and IP Media, Digital Terrestrial TV, Mobile TV and IPTV/CATV
networks.

Net Insight products truly deliver 100 percent Quality of Service with three
times improvement in utilization of bandwidth for a converged transport
infrastructure. Net Insights Nimbra(TM) platform is the industry solution for
video, voice and data, reducing operational costs by 50 percent and enhancing
competitiveness in delivery of existing and new media services.

World  class  customers  run  mission  critical  video services over Net Insight
products for more than 100 million people in more than 50 countries. Net Insight
is quoted on the NASDAQ OMX Nordic Exchange, Stockholm.
For more information, visitwww.netinsight.net




Notice to Attend Annual General Meeting in Net Insight:
http://hugin.info/130084/R/1499800/435259pdf




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Source: Net Insight AB via Thomson Reuters ONE

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