The shareholders in Net Insight AB (publ), reg. no. 556533-4397, with registered office in Solna, Sweden, are hereby summoned to the annual general meeting to be held on Wednesday, 14 May 2025 at 10.00 CEST, at the company's office at Smidesvägen 7, Solna, Sweden.
Notification etc.
Shareholders who wish to participate in the meeting must
firstly be registered in the shareholders' register maintained by Euroclear Sweden AB on Tuesday, 6 May 2025,
secondly notify the company of their participation no later than Thursday, 8 May 2025 by post to Net Insight AB, "Annual General Meeting", Box 1200, SE-171 23 Solna, Sweden, or by email to agm@netinsight.net, or by telephone to +46 (0)8 685 04 00 weekdays 09.00-16.00 CEST.
The notification must state the name, personal/corporate identity number, address, telephone number and shareholding and, as applicable, information about representatives, proxies and assistants. Information submitted in connection with registration will be computerized and used exclusively for the meeting. See below for additional information on the processing of personal data.
Nominee registered shares
To be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register on Tuesday, 6 May 2025. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Thursday, 8 May 2025, are taken into account when preparing the share register.
Proxies, 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 years from the issuance. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed.
Shareholders attends through a representative or proxy are encouraged to submit in advance, as applicable, the power of attorney in original, the registration certificate or other authorization documents to Net Insight AB, "Annual General Meeting", Box 1200, SE-171 23 Solna, Sweden. Authorization documents, voting instructions and other correspondence regarding the meeting may also be sent by email to agm@netinsight.net.
A proxy template is available on the company's web site: https://netinsight.net/agm.
Proposed agenda
- Election of the chair of the meeting.
- Election of one or two persons to approve the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Presentation by the Chief Executive Officer and the Chair of the Board.
- Presentation of the annual accounts and the auditor's report, the group annual accounts and the auditor's report on the group accounts, and the auditor's statement on whether the guidelines for remuneration to senior executives have been followed, as well as the auditor's presentation of the audit work with respect to 2024.
- Resolutions regarding
- adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
- appropriation of the company's results according to the adopted balance sheet; and
- discharge from liability for the members and deputy member of the Board of Directors and the CEO.
- Presentation of the Board of Directors' remuneration report for approval.
- Determination of the number of members and deputies of the Board of Directors to be elected by the meeting.
- Determination of the fees to the Board of Directors.
- Election of the members and deputies of the Board of Directors.
- Election of the Chair of the Board of Directors.
- Determination of the numbers of auditors and deputy auditors.
- Determination of the fees to the auditor.
- Election of the auditors.
- Long-Term Incentive Program 2025 (LTIP 2025)
- Reduction of share capital through the cancellation of shares and increase of share capital through a bonus issue.
- Authorization for the Board of Directors to decide on repurchases and transfers of own shares.
- Closing of the meeting.
The Nomination Committee's resolution proposals
The Nomination Committee, appointed in accordance with the instruction adopted at the annual general meeting 2023, consists of the chair of the nomination committee Stina Barchan (appointed by Briban Invest AB), Jeffrey Meyers (appointed by Cobia Capital Management LP), Jesper Bergström (appointed by Handelsbanken Funds), and Anna Söderblom (Chair of the Board).
Item 1, chair of the meeting
The Nomination Committee proposes that the Chair of the Board Anna Söderblom is elected to chair the annual general meeting 2025, or, in her absence, the person designated by the Nomination Committee instead.
Item 10, number of members and deputies of the Board of Directors
The Nomination Committee proposes that the number of ordinary board members shall be five, with one deputy.
Item 11, fees to the Board of Directors
The Nomination Committee proposes that fees for board work be as follows:
- SEK 800 000 to the Chair of the Board (previously SEK 773 000),
- SEK 290 000 to each of the other board members elected by the meeting (previously SEK 283 000),
- SEK 143 000 to the deputy elected by the meeting (previously SEK 139 000),
- SEK 125 000 to the Chair of the Audit Committee (previously SEK 105 000),
- SEK 60 000 to Audit Committee (previously SEK 55 000),
- SEK 50 000 to the Chair of the Remuneration Committee (unchanged), and
- SEK 40 000 to a member of the Remuneration Committee (unchanged).
Item 12, election of members and deputies of the Board of Directors
The Nomination Committee proposes re-election of the board members Anna Söderblom, Jan Barchan, Cecilia de Leeuw, Karl Thedéen and Torbjörn Wingårdh, and re-election of Axel Barchan as personal deputy to Jan Barchan.
For information on the board members proposed for re-election, please refer to the annual report.
All board members and deputy board members are considered independent in relation to the company and the executive management. Jan Barchan and Axel Barchan are considered dependent in relation to the company's largest shareholder Briban Invest AB.
Item 13, election of the Chair of the Board
The Nomination Committee proposes re-election of Anna Söderblom as Chair of the Board.
Item 14, number of auditors and auditor deputies
The Nomination Committee proposes that the number of auditors shall be one without deputies.
Item 15, auditor fees
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, that the fees to the auditor shall be paid on approved account.
Item 16, election of auditor
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, re-election of the registered audit firm KPMG AB as the company's auditor until the end of the annual general meeting 2026.
The Board of Director's resolution proposals
Item 8.2, appropriation of results
The Board of Directors proposes that the company's results shall be carried forward and that no dividend shall be distributed.
Item 9, remuneration report
The Board of Directors proposes that the Board of Director's remuneration report is approved.
Item 17, Long-Term Incentive Program 2025 (LTIP 2025)
The Board of Directors proposes that the General Meeting pass a resolution on the implementation of a long-term incentive program 2025 (LTIP 2025). This proposal is divided into four items:
- Terms of LTIP 2025.
- Hedging measures regarding LTIP 2025 through the transfer of treasure shares.
- Hedging measures regarding LTIP 2025 via an equity swap agreement with a third party.
- Other matters related to LTIP 2025.
A. Terms of LTIP 2025
A.1 Introduction
The Board of Directors want to implement a long-term incentive program for present and future senior executives and other key employees in the company or its subsidiaries, in order to encourage a personal long-term ownership in the company, and in order to increase and strengthen the potential for recruiting, retaining and motivating such senior executives and other key employees. Therefore, the Board of Directors proposes that the General Meeting approves the implementation of LTIP 2025 for present and future senior executives and other key employees in the company or its subsidiaries.
Participants will, after a vesting period (defined below) and assuming an investment of their own in Net Insight Shares (defined below), receive allotment of Net Insight Shares without consideration. The number of allotted Net Insight Shares will depend on the number of Net Insight Shares that they have purchased themselves and on the fulfilment of certain performance criteria. Net Insight Shares are ordinary shares in the company ("Net Insight Shares"). The term of LTIP 2025 is around three years.
A.2 Basic features of LTIP 2025
LTIP 2025 will be directed towards present and future senior executives and other key employees in the company or its subsidiaries. The participants are based in Sweden and other countries where the Net Insight Group is active. Participation in LTIP 2025 assumes that the participant acquires and locks Net Insight Shares into LTIP 2025 ("Savings Shares"). Savings Shares shall be newly acquired Net Insight Shares.
For each acquired Savings Share, the participant shall be entitled to, after a certain vesting period, provided continued employment during the entire vesting period, with certain limited exceptions, and dependent on the fulfilment of certain performance criteria during the financial years 2025–2027, receive allotment of Net Insight Shares ("Performance Shares"). The participant shall not pay any consideration for the allotted Performance Shares. Performance Shares are Net Insight Shares.
The performance criteria are linked to the company's Compound Annual Growth Rate of Revenue ("CAGR of Revenue"), Operating Margin ("EBIT-Margin") and Return on Capital Employed ("ROCE"). The minimum and maximum level for the afore-mentioned performance criteria shall be established by the Board of Directors. For stock market and competitive reasons, the minimum level and maximum level for the performance criteria are not specified.
A.3 Participation in LTIP 2025
LTIP 2025 is directed towards not more than 23 present and future senior executives and other key employees in the company or its subsidiaries, divided into three categories of participants: the CEO (1 person), other members of the Executive Management Team (up to 7 people), and other key employees (up to 15 people). The maximum number of Savings Shares a participant may acquire under the program is 28,600 shares for the CEO, 14,300 shares per member of the Executive Management Team, and 9,000 shares per other key employee. To be eligible to participate in LTIP 2025, the participant must make a personal investment in Savings Shares amounting to 7,100 shares for the CEO and for each member of the Executive Management Team, and 3,600 shares for other key employees.
If the participant has insider information and is therefore prevented from acquiring Savings Shares before the end of the initial registration period, the acquisition of Savings Shares shall take place as soon as possible after the restriction has ceased and acquisition can be made, but no later than December 31, 2025. Furthermore, newly appointed senior executives and other key employees hired by the company or its subsidiaries after the end of the initial registration period may be offered participation in LTIP 2025; however, such participation must take place no later than December 31, 2025. The remaining duration of LTIP 2025 may, due to the above-mentioned situations, be less than three years. The reason for allowing the acquisition of Savings Shares after the initial registration period is that it is considered to be of great value to the company and its subsidiaries to include all intended participants in LTIP 2025. The reason for allowing newly appointed senior executives and other key employees to join after the initial registration period is that it is considered to be of great value to the company and its subsidiaries to integrate newly appointed key employees into the incentive structure applicable to other equivalent key employees covered by LTIP 2025.
A.4 Allotment of Performance Shares
Allotment of Performance Shares within LTIP 2025 will be made during a limited period of time following the Annual General Meeting 2028. The period up until allotment is referred to as the vesting period. If the allocation takes place after the 2028 Annual General Meeting, the duration of LTIP 2025 may be less than three years. The reason for allowing allocation during the aforementioned period is to ensure that participants do not receive an allocation during the trading prohibition period applicable to senior executives prior to the publication of the interim report for January – June 2028, as well as to account for the increasing risk of insider information arising as the company approaches the publication of the aforementioned interim report.
If the participant and/or the company is prevented from carrying out the allotment of Performance Shares due to, for example, insider information, the company has the right to extend the period for allotment so that it runs until a date when such an obstacle has ceased, and allotment can take place.
In order for the participant to be entitled to receive allotment of Performance Shares, it is assumed that, with certain limited and customary exceptions as determined by the Board of Directors, the participant remains an employee of the Net Insight Group during the full vesting period up until allotment and that the participant, during this period, has kept all Savings Shares.
The allocation of Performance Shares depends on the degree of fulfillment, with equal weighting and within given minimum and maximum levels, of the following three performance criteria: (i) the Net Insight Group's average annual revenue growth (CAGR of Revenue), (ii) the Net Insight Group's operating margin, and (iii) the Net Insight Group's return on capital employed (ROCE).
In the case of full fulfillment of all performance criteria, taking into account the limitations set out in section A.4.1 below, the participant will receive Performance Shares equivalent to three (3) times their own investment in Savings Shares. In the case of partial fulfillment of the performance criteria, the allocation will be calculated as a linear interpolation between the minimum and maximum levels for each individual performance condition. No allocation of Performance Shares will occur if the minimum level for all performance criteria is not met. Information about the performance criteria and the outcome will be communicated to shareholders after the allocation of Performance Shares to the participants.
A.4.1 Limitation of allotment etc.
The participant's Performance Shares shall be capped to an amount. The outcome shall be capped in the event the volume-weighted average price according to Nasdaq Stockholm's official price list for the Net Insight Share during the ten trading days that directly precedes the Annual General Meeting 2028 exceeds a share price corresponding to three (3) times the volume-weighted average price according to Nasdaq Stockholm's official price list for the Net Insight Share during the ten trading days that directly precedes the Annual General Meeting 2025. In such a case, the number of Performance Shares allotted to the participant shall be reduced in order to achieve such limitation.
Before allotment of Performance Shares, the Board of Directors shall assess whether the allotment is reasonable in relation to the company's financial results, position and development, as well as other factors. If significant changes take place within the company, or on the market, which, by the assessment of the Board of Directors, would mean that the terms for allotment/transfer of Performance Shares according to LTIP 2025 is no longer reasonable, the Board of Directors shall have the right to amend LTIP 2025, including, among others, the right to reduce the number of allotted/transferred Performance Shares, or not to allot/transfer any Performance Shares at all or make such other adjustments which are in accordance with applicable rules in force from time-to-time.
A.5 Implementation and administration etc.
The Board of Directors shall, in accordance with the resolutions by the General Meeting set forth herein, be responsible for the detailed design and implementation of LTIP 2025. The Board of Directors may also decide on the implementation of an alternative cash-based incentive for participants in countries where the acquisition of Savings Shares or allotment of Performance Shares is not possible, as well as if otherwise considered appropriate. Such alternative incentive shall to the extent practically possible be designed to correspond to the terms of LTIP 2025.
The intention is that the Board of Directors shall launch LTIP 2025 as soon as possible following the Annual General Meeting 2025. If the Board of Directors resolves to postpone the launch of LTIP 2025 due to administrative reasons, significant market changes, stock exchange rules or other reasons, the term of LTIP 2025 may be less than three years. As the launch of LTIP 2025 is of great value to the company, the launch shall take place as soon as practically possible after the reasons for the postponed launch have ceased. However, any resolution on participation or implementation of LTIP 2025 shall be conditional on that it, in the Board of Directors' judgement, can be offered with reasonable administrative costs and financial effects.
In the event that the General Meeting does not resolve in accordance with item B with the required majority, the company shall hedge itself against the financial exposure that LTIP 2025 is expected to entail, by entering into a share swap agreement with a third party in accordance with what is stated in item C below.
B. Hedging measures regarding LTIP 2025 through the transfer of treasure shares
B.1 Approval of transfer of Net Insight Shares
The Board of Directors proposes that the General Meeting resolves to approve the transfer of Net Insight Shares owned by the company on the following terms and conditions:
- A maximum number of 791 000 Net Insight Shares may be transferred free of charge to participants within LTIP 2025 at the time and subject to the other conditions under which participants in LTIP 2025 have the right to be allotted Net Insight Shares.
- The number of Net Insight Shares that might be transferred under LTIP 2025 shall be subject to customary re-calculation principles and may, consequently, be subject to re-calculation due to a bonus issue, share split, rights issues, dividends and/or other similar events. Resolutions resolved upon by this General Meeting shall not be included in a re-calculation of the number of Net Insight Shares.
- It was noted that a proposal regarding an authorization for the Board of Directors to resolve on transfer of Net Insight Shares on Nasdaq Stockholm will be proposed by the Board of Directors prior to the Annual General Meeting 2028 in order to hedge the cash flow related to the company's payments of social security contributions in relation to LTIP 2025.
B.2 The basis for the Board of Directors' proposal
Since the Board of Directors considers that the most cost-effective method of transferring Net Insight Shares under LTIP 2025 is to transfer Net Insight Shares owned by the company, the Board of Directors proposes that the transfer is hedged in this way in accordance with this item B. Should the necessary majority not be obtained for the proposal in item B, the Board of Directors will enter into a share swap agreement, in accordance with item C below. A share swap agreement will also be relevant should this be more appropriate, for example due to the fact that the acquisition of own shares cannot be made to the extent required to be able to transfer shares under LTIP 2025.
C. Hedging measures regarding LTIP 2025 via an equity swap agreement with a third party
In the event that the necessary majority is not obtained for item B above, the company will hedge itself against the financial exposure that LTIP 2025 is expected to entail, by the company entering into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer Net Insight Shares in the company regarding LTIP 2025. The relevant number of Net Insight Shares shall correspond to the number of shares proposed under item B above.
D. Other matters in relation to LTIP 2025
D.1 Majority requirements etc.
A valid resolution under item A (including item C) above requires a majority of more than half of the votes cast at the General Meeting.
A valid resolution under item B above requires that shareholders representing not less than nine-tenths (90%) of the votes cast as well as the shares represented at the General Meeting approve the resolution.
D.2 Estimated costs, expenses and financial effects of LTIP
The costs for LTIP 2025 which are charged in the profit and loss account, are calculated according to the accounting standard IFRS 2 and distributed over the vesting period. The calculation has been made based on the quoted closing price of shares in Net Insight as of 21 March 2025, i.e. SEK 4.82 per share, and on the following assumptions: (i) an estimated annual turnover of personnel of 5 percent, (ii) an average fulfilment of the performance criteria of approximately 50 percent, and (iii) a total maximum of 791 000 Performance Shares are available for allotment, and (iv) an expected future volatility of the company's share price of 45 percent. In addition to what is set forth above, the costs for LTIP 2025 have been based on that the program comprises a maximum of 23 participants and that each participant makes a maximum investment.
In total, the costs for LTIP 2025 according to IFRS 2 are estimated to approximately SEK 1.5 million excluding social security costs (SEK 3.1 million if the average fulfilment of the performance criteria is 100 percent). The costs for social security charges are calculated to approximately SEK 0.7 million, based on the above assumptions, and also assuming an annual share price increase of 10 percent during the vesting period of LTIP 2025 and a social security tax rate of 30 percent (SEK 1.3 million if the average fulfilment of the performance criteria is 100 percent).
The expected annual costs of approximately SEK 0.7 million, including social security charges, correspond to approximately 0.4 percent of Net Insight's total employee costs for the financial year 2024 (0.7 percent if the average fulfilment of the performance criteria is 100 percent).
As proposed, LTIP 2025 may comprise a maximum of 1 028 430 shares in Net Insight, representing approximately 0.30 percent of all shares and votes in Net Insight, including 237 330 shares that may be transferred on Nasdaq Stockholm, primarily to cover, in terms of cash flow, the cost of potential social security contributions associated with LTIP 2025.
The expected cost for the hedging arrangement through transfer of treasury shares is approximately SEK 30 000. The cost for a share swap arrangement with a third party is estimated to approximately SEK 960 000 (corresponding to approximately 6.5 percent percent of the underlying share value per year) depending upon the financing arrangement embedded in the share swap arrangement.
The effect on key ratios is only marginal.
D.3 The Board of Directors' statement
The Board of Directors wishes to increase the ability of the company and its subsidiaries to recruit and retain senior executives and other key employees. Moreover, an individual long-term ownership commitment among the participants in LTIP 2025 is expected to stimulate greater interest and motivation in the company's business operations, results and strategy. The Board of Directors believes that the implementation of LTIP 2025 will benefit the company and its shareholders. LTIP 2025 will provide a competitive and motivation-improving incentive for senior executives and other key employees within the Net Insight Group.
LTIP 2025 has been designed to reward the participants for increased shareholder value by allotting Net Insight Shares, based on the fulfilment of financial requirements. Allotments shall also require a private investment by each respective participant through the acquisition of Savings Shares at market price. By linking the employees' remuneration to an improvement in Net Insight's results and value, the long-term value growth of Net Insight is rewarded. Based on these circumstances, the Board of Directors considers that the implementation of LTIP 2025 will have a positive effect on the company's continued development, and will thus be beneficial to the shareholders and the company.
D.4 Preparation of the item
The basis for LTIP 2025 has been prepared by the Board of Directors of the company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board of Directors has thereafter decided to present this proposal for the General Meeting. Except for the staff that have prepared the matter upon instruction from the Board of Directors, no employee that may be a participant of the program has participated in the preparations of the program's terms.
D.5 Other share-related incentive programs
The company's other share-related incentive programs are described on pages 80-81 in the company's annual report.
Item 18, reduction of share capital through cancellation of shares and bonus issue
The Board of Directors proposes that the Annual General Meeting resolve in accordance with point A below regarding the reduction of share capital through the cancellation of shares and in accordance with point B below regarding a bonus issue, thereby restoring the share capital. The board's proposals under points A and B are conditional upon each other and shall be decided in a single resolution. The effect of the board's proposals under points A and B is that neither the company's restricted equity nor its share capital will be reduced.
A resolution in accordance with the board's proposal requires the approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
A. Reduction of Share Capital Through Cancellation of Shares
The Board's proposal under this point A is alternative and depends on the resolution made under Item 17, section B (Hedging measures regarding LTIP 2025 through the transfer of treasure shares).
If the Annual General Meeting approves the board's proposal under Item 17, section B, the board proposes that the AGM resolve to reduce the company's share capital by SEK 273 542.80 for allocation to unrestricted equity by cancelling 6 838 570 own Class B shares held by the company at the time of the notice of the AGM.
If the Annual General Meeting does not approve the board's proposal under Item 17, point B, the Board proposes that the AGM resolve to reduce the company's share capital by SEK 314 680.00 for allocation to unrestricted equity by cancelling 7 867 000 own Class B shares held by the company at the time of the notice of the AGM.
B. Bonus Issue
To restore the share capital after the reduction, the Board proposes that the AGM simultaneously resolve on a bonus issue without issuing new shares, thereby increasing the share capital by the reduction amount resolved under point A above, with the reduction amount being transferred from unrestricted equity.
Item 19, authorization for the Board of Directors to decide on repurchases and transfers of own shares
The Board of Directors proposes that the Board of Directors is authorized to resolve to repurchase, on one or several occasions until the next annual general meeting, as many own shares as may be purchased without the company's holding at any time exceeding 10 percent of the total number of shares in the company. The shares shall be purchased on Nasdaq Stockholm and only at a price per share within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price.
It is furthermore proposed that the annual general meeting authorizes the Board of Directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. Upon such transfers, the price shall be established so that it is not below market terms. However, a discount to the stock market price may apply, in line with market practice. Transfers of own shares may be made of up to such number of shares as is held by the company at the time of the Board of Director's resolution regarding the transfer.
The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the company, to provide flexibility as regards the company's possibilities to distribute capital to its shareholders and to provide hedging for the company's long-term share-related incentive programs. The purpose of the authorization to transfer own shares is to enable the Board of Directors to make corporate acquisitions, product acquisitions or enter into collaboration agreements, or to raise working capital or broaden the shareholder base or for use in the context of the company's incentive plans or to provide hedging for the company's option program.
For resolutions in accordance with the board's proposal to be adopted, shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting must support the resolution.
Processing of personal data
For information on the processing of your personal data, please see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Shares and votes in the company
There are 1 000 000 A shares with ten votes each and 358 038 009 B shares with one vote each, totaling 348 243 009 shares and 357 243 009 votes, in the company. The company's holding of own shares is 7 867 000 B shares as per the day of this notice.
Information and materials
The shareholders are reminded of their right to receive information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
The annual report for the financial year of 2024, the auditor's report, the Board of Directors' remuneration report and the auditor's statement whether the Board of Directors' guidelines for remuneration to key executives have been followed and the Board of Director's complete proposals and supporting documents in accordance with the Swedish Companies Act will be held available at the company's office at Smidesvägen 7, Solna, Sweden, and on the company's website www.netinsight.net at the latest three weeks prior to the annual general meeting. The materials will moreover be sent to the shareholders who so request and inform the company of their postal address.
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Solna, March 2025
Net Insight AB (publ)
Styrelsen
