Notice of Neonet AB’s Annual General Meeting of Shareholders

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The Annual General Meeting (AGM) of the shareholders of Neonet AB (publ) will be held at 4 p.m. CET on April 27, 2009 at Salénhuset (Aulan), Norrlandsgatan 15, Stockholm, Sweden.

Participation rights, notification, etc.
Shareholders who wish to attend the AGM must:
• be registered in the share register maintained by Euroclear Sverige AB (formerly: VPC AB) no later than April 21, 2009,
• notify the company of their intention to attend the AGM no later than 4 p.m. CET on April 21, 2009.

Shareholders must notify the company of their intention to attend the AGM in writing to Neonet AB (publ):
• by fax: +46 (0)8 10 40 84
• by e-mail: investor.relations@Neonet.com, or
• by post to Neonet AB (publ), “AGM registration,” Box 7545, SE-103 93 Stockholm, Sweden.

In connection with notification, shareholders must state their name, personal or corporate identity number, address, telephone number, shareholding and details of any advisors who will attend. Representatives of shareholders at the Annual General Meeting must be able to present the original version of a signed and dated power of attorney and, for those representing a legal entity, a verified copy of the registration certificate or corresponding document confirming authorization. The power of attorney may not be older than one year and must be sent to the company when notifying attendance. A form for the power of attorney will be provided on request and is also available on the company’s website, www.Neonet.com.

In order to be entitled to participate in the AGM, shareholders whose shareholding is registered in the name of a trustee must temporarily re-register their shares in their own name. Shareholders who require such re-registration should notify their trustee well in advance of April 21, 2009, when such re-registration must have been completed.

Proposed agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the list of shareholders entitled to vote at the Meeting
4. Approval of the agenda
5. Election of one or two officers to verify the minutes
6. Determination of whether the Meeting has been duly convened
7. Presentation of the annual report and the auditors’ report, as well as the consolidated financial report and auditors’ report on the consolidated financial report
a. Report from the company’s auditor
b. Address by the President
8. Motions
a. concerning the adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet
b. concerning the disposition to be made of the Company’s profit as shown in the balance sheet adopted by the Meeting
c. concerning the discharge of the Board of Directors and the President from personal liability
9. Determination of the number of members of the Board
10. Determination of the fees to be paid to the Board members and auditors
11. Election of members of the Board and Chairman of the Board
12. Determination of guidelines for the remuneration of senior executives
13. Motion concerning amendment of the Articles of Association
14. Motion concerning authorization of the Board of Directors to make decisions regarding the purchase and sale of treasury shares
15. Motion concerning the Nomination Committee ahead of the 2010 AGM
16. Closing of the Meeting.

Motions

Item 2 Election of Chairman of the Meeting
The Nomination Committee, comprising Peter Lindell (Chairman of the Nomination Committee, appointed by Staffan Persson as shareholder), Staffan Persson (Chairman of the company’s Board) and Hans Karlsson (appointed by Lombard International Assurance S.A. as shareholder), proposes that Chairman of the Board Staffan Persson be elected Chairman of the Meeting.

Item 8b Dividend
The Board proposes that no dividend be paid for the 2008 fiscal year.

Item 9 Number of Board Members
The Nomination Committee proposes an unchanged number of Board Members, meaning a Board of Directors comprising five (5) Board Members.

Item 10 Fees to be paid to the Board members and auditors
The Nomination Committee proposes unchanged directors’ fees totaling SEK 1,250,000 (including remuneration for committee work) for service in Neonet AB (publ), with SEK 350,000 to be paid to the Chairman of the Board and SEK 200,000 to be paid to each of the other Board Members elected by the AGM, plus a fee totaling SEK 100,000 to be distributed in an amount of SEK 50,000 per member (maximum of two members) of the Remuneration Committee established by the Board. The Board of Directors has decided that the duties of the Audit Committee will be performed by the Board of Directors as a whole, for which no special fee will be payable. In addition, an unchanged fee of SEK 50,000 is to be paid to the Chairman of the subsidiary Neonet Securities AB. It is proposed that as in the past, the fees to auditors up to the close of the next Annual General Meeting be paid in return for approved invoices.

Item 11 Election of members of the Board and Chairman of the Board
The Nomination Committee proposes re-election of the Board Members Staffan Persson, Hans Karlsson, Nils-Robert Persson, Gerard Versteegh and Thord Wilkne, with Staffan Persson as Chairman of the Board. All members are to be elected for the period up to the close of the next Annual General Meeting.

Item 12 Determination of guidelines for the remuneration of senior executives
The Board of Directors proposes that the AGM resolve on the following guidelines, which match those of prior years, for remuneration of senior executives. Senior executives refer to the CEO and other members of the management group. The members of the management group are presented in the company’s Annual Report and on the company’s website. A detailed description of the remuneration paid to senior executives in 2008 is presented in the 2008 Annual Report. Neonet shall offer commercial terms and conditions that permit the company to retain and recruit competent executives. To the extent possible, the remuneration terms shall be predictable in terms of costs for the company and benefits for the employee, and be based on factors such as individual performance, tasks, skills, experience and position. Benchmarking is to be performed against relevant industries and markets. Remuneration of the CEO and other senior executives shall consist of basic salary, other benefits, defined-contribution pension plans, the potential for performance-based variable pay essentially based on the Group’s financial results and, in certain cases, special terms and conditions in conjunction with notice of termination and severance pay. Variable pay, like total salary, shall be proportionate to the executive’s responsibility, skills and performance and shall not be maximized in any other manner than that ensuing from linkage with the Group’s financial results. Any variable remuneration must not be pensionable. The Board may consider proposing share- and share-price related programs for senior executives and other employees to the Annual General Meeting. The Board shall be entitled to depart from the guidelines if there are sufficient reasons for doing so in individual cases.

The Board has established a sub-committee from among its numbers with the task of preparing matters regarding remuneration and other employment terms for senior executives.

Item 13 Amendment of the Articles of Association
The Board of Directors proposes that the registered name of the company be changed from “NeoNet AB (publ)” to “Neonet AB (publ)”, which requires an amendment of Article 1 of the Articles of Association.

Item 14 Purchase and sale of treasury shares
The Board of Directors proposes that it be autho¬rized by the Annual General Meeting to repurchase Neonet shares on one or more occasions up to the next Annual General Meeting up to a maximum total value of SEK 20,000,000. The purchase of Neonet shares is also limited by the fact that the company’s holding of treasury shares must never exceed 10% of all of the shares in the company at any time. The shares must be purchased on NASDAQ OMX Stockholm at the price prevailing at each particular time.

The Board of Directors’ motion also entails that it be autho¬rized on one or more occasions during the period up to the close of the next Annual General Meeting to decide on the transfer of treasury shares held by the company at the particular point in time. The shares must be transferred via NASDAQ OMX Stockholm at a price that is within the spread of share prices registered at the particular point in time. It shall also be possible to use holdings of treasury shares for the payment or financing of acquisitions of companies or operations, in cases where the consideration for such acquisitions is to be based on estimated market value and payment is possible by means other than cash. Such transfers may occur while disapplying the shareholders’ preferential rights. During such transfers, the rules and regulations applying at each particular point in time must be observed.

The reason for the Board of Directors’ motion is to enable continuous adjustments of the company’s capital structure to the needs of the company and thus to contribute to increasing shareholder value, as well as to enable the financing of possible future acquisitions by transferring treasury shares.

Item 15 Nomination Committee prior to the 2010 Annual General Meeting
For the period up to the next Annual General Meeting, re-election is proposed of the members of the Nomination Committee appointed in accordance with the procedures decided at the 2008 AGM, meaning Peter Lindell, Staffan Persson and Hans Karlsson. The Nomination Committee shall appoint a Chairman, who may not be the Chairman of the Board, from among its own numbers. In the event that a member steps down from the Nomination Committee before its work has been completed, the Nomination Committee shall appoint a new member. The Nomination Committee shall prepare the resolutions to be addressed by the Meeting, including election and remuneration issues, proposals concerning the election of a Meeting Chairman, proposals concerning the number of Board members, proposals concerning the remuneration the Board and auditors and any remuneration for the Board’s committee work, proposals concerning the election of Members and Chairman of the Board and (where appropriate) proposals concerning the election of auditors, as well as proposals concerning membership of the Nomination Committee prior to the 2011 Annual General Meeting. The Nomination Committee proposes that no fee be paid to members of the Nomination Committee, but that the company defray expenses attributable to the work of the Nomination Committee.

Number of shares and voting rights in the company
At March 27, 2009, the total number of shares and voting rights in the company amounts to 65,066,114. All shares are of the same class. At March 27, 2009, the company holds no treasury shares.

Other information
For passing resolutions in accordance with the Board of Directors’ motions under Item 14, it is required that the Meeting’s resolutions are supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.

The Annual Report documentation, the auditor’s statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act and the Board of Directors’ and the Nomination Committee’s complete motions concerning the items above will be available at the company’s office and on the Group’s website, www.Neonet.com, no later than Monday, April 13, 2009 and will be posted or e-mailed to shareholders who have notified their desire to receive such information from the company and who have provided their address.

Stockholm, March 2009
THE BOARD OF DIRECTORS



This is the type of information that Neonet is required to publish information pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was issued for disclosure on Friday, March 27, 2009.

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