Summons to the Annual General Meeting of Net Entertainment NE AB (publ)

Please note that this is a translation for information purposes only – in case
of any discrepancies between this version and the Swedish, the Swedish version
shall prevail.

The shareholders of Net Entertainment NE AB (publ) are summoned to the Annual
General Meeting (AGM) on Wednesday 18 April 2012, at 3:00 p.m. at
Spårvagnshallarna, Birger Jarlsgatan 57A, Stockholm.

Registration etc.

Shareholders who wish to participate in the shareholders’ meeting must:

– be entered into the share register kept by Euroclear Sweden AB no later than
12 April 2012,

– announce their intention to participate in the AGM no later than by 12 April
2012.

The notification of participation in the AGM must be made in writing to the
Company at Net Entertainment NE AB (publ), AGM, Luntmakargatan 18, 3 tr, 111 37
Stockholm, Sweden. The notification may also be made on the Company’s website
www.netent.com/agm or by email: agm@netent.com. Upon notification the
shareholder is requested to state their name, personal/corporate identity
number, address, telephone number and ownership of shares. If a shareholder is
represented by proxy, the proxy and other authorization documents must be
brought to the meeting, and these documents should also be submitted in
connection with the notification of participation. The proxy may only be valid
for a maximum of five years from the date of issuance. If a shareholder plans
to bring one or two advisors to the meeting, their participation should also be
indicated in the notification. A proxy form for shareholders who wish to
participate in the meeting by means of a proxy is available on the Company’s
website www.netent.com/agm and will be sent to shareholders upon request.

In order to participate in the meeting, a shareholder, whose shares are
registered in the name of a bank or a nominee, must temporarily register the
shares in his own name at Euroclear Sweden AB. Shareholders who desire such a
re-registration must inform the nominee well in advance of 12 April 2012.

Proposed agenda

1. Opening of the meeting

2. Election of chairman of the meeting

3. Drawing up and approval of the voting list

4. Approval of the agenda

5. Election of one or two persons to verify the minutes

6. Resolution as to whether the meeting has been duly convened

7. Presentation of the annual report and auditor’s report along with the
consolidated financial statement and group audit report

8. Presentation by the CEO

9. Resolution on the adoption of the income statement and the balance sheet,
along with the group income statement and the group balance sheet

10. Resolution on the allocation of the Company’s profits in accordance with
the adopted balance sheet

11. Resolution on discharge from liability for the members of the Board of
Directors and the CEO

12. Determination of the number of members of the Board of Directors

13. Determination of remuneration for the members of the Board of Directors and
the auditors

14. Election of members and chairman of the Board of Directors

15. Election of Auditors

16. Resolution on the nominating committee for the annual general meeting 2013

17. Resolution on guidelines for remuneration to senior executives

18. A share split and automatic redemption procedures including

a) resolution on carrying out share splits,

b) resolution on the reduction of share capital by automatic redemption
of shares, and

c) resolution on an increase of share capital by means of bonus issue.

19. Resolution on the authorization for the Board of Directors to decide on the
issuing of new shares

20. Resolution regarding incentive program comprising of issuance of share
option rights to employees

21. Closing of the meeting

Proposals for resolutions

Election of chairman of the meeting (agenda item 2)

The nominating committee, consisting of Per Hamberg (appointed by the Hamberg
family), chairman, Christoffer Lundström (Provobis Invest AB), Eugene Steiner
(the Kling family), and Vigo Carlund, chairman of the Board of Directors,
propose Vigo Carlund as chairman of the meeting.

Resolution on the allocation of the Company’s profits in accordance with the
adopted balance sheet (agenda item 10)

The Board of Directors proposes that no dividends shall be given for the
financial year 2011. The Board of Directors has proposed a redemption procedure
in accordance with the contents of agenda item 18 below.

Election of the Board of Directors etc. (agenda item 12 – 15)

The nominating committee proposes

– that the Board of Directors consists of seven regular directors,

– that the remuneration for the Board of Directors consists of SEK 580,000 for
the chairman and SEK 240,000 for each of the members of the board elected by
the AGM who are not employees of the Company, and

– in addition thereto, remuneration to the chairman of the audit committee
shall be SEK 60,000,

– that remuneration for the auditor be given in accordance with the approved
invoice, and

– re-election of the regular members of the board Vigo Carlund, Fredrik Erbing,
Mikael Gottschlich, Peter Hamberg and Pontus Lindwall and new election of
Michael Knutsson och Maria Redin for the period up to the end of the next AGM.
Niclas Eriksson has declined re-election. Vigo Carlund is proposed to be
appointed chairman of the Board of Directors. If Vigo Carlund’s assignment
should end ahead of time, the Board of Directors will elect a new chairman
internally.

– re-election of Deloitte AB, with Therese Kjellberg being chief auditor, as
auditors for the period up to the end of next AGM 2013.

The nominating committee’s statement regarding its proposition on the Board of
Directors and information regarding the proposed directors can be found on the
Company’s website.

Resolution on the nominating committee for the AGM in 2013 (agenda item 16)

The nominating committee proposes that the AGM decides on the following order
for the preparation of election of board members and auditors. The work to
prepare a proposal for Board of Directors, auditors, and remuneration thereof,
and proposal for chairman of the AGM 2013 shall be performed by a nominating
committee. The nominating committee shall, after consulting the largest
shareholders as of 31 August 2012, form during October 2012 for a term
commencing on the date of the public release of the Company’s interim report
for the third quarter 2012 until the formation of the next nominating
committee.The chairman of the Board of Directors shall be a member of the
nominating committee and be responsible for the summoning of the nominating
committee. In addition, the nominating committee shall constitute of three more
members. The majority of the nominating committee members shall not be members
of the Board of Directors or be employed by the Company. At least one member of
the nominating committee shall be independent of in relation to the Company’s
largest shareholder from a votes perspective or group of shareholders that
collaborates concerning the affairs of the Company, If a member of the
nominating committee resigns prior to the end of the term, a replacement can be
appointed after consulting with the largest shareholders of the Company. Unless
special circumstances so requires, no changes should be made to the composition
of the nominating committee if only marginal changes to the number of votes has
occurred or if a changes occurs less than three months prior to the AGM. The
nominating committee shall appoint a chairman at the first meeting of the term.
The nominating committee shall have the right to obtain resources from the
Company such as for example secretarial assistance, or use of executive search
consultants if deemed necessary at the expense of the Company.

Resolution on guidelines for remuneration to senior executives (agenda item 17)

The Board of Directors proposes that the AGM decide on the following guidelines
for remuneration to senior executives.

Remuneration and other conditions of employment for senior executives must,
from both a short-term and long-term perspective, be competitive and create
good prerequisites for keeping and motivating competent employees and
attracting new employees when needed. In order to achieve this, the Company
must have just and internally balanced conditions which are also competitive in
the market. The conditions of employment for senior executives should contain a
well-balanced combination of fixed and variable salaries, incentive programs
related to shares, pension benefits, and conditions for giving notice and
severance pay. Compensation should be based on performance, and should
therefore consist of a combination of fixed and adjustable salaries, where
adjustable compensation constitutes a relevantly large part of total
compensation. The Board of Directors must be able to deviate from the
guidelines provided that there are special grounds in a specific case.

Share split and automatic redemption procedures (agenda item 18)

The Board of Directors proposes that the AGM make decisions on an automatic
procedure for redemption in accordance with the contents of agenda items 18a –
18c below. It is proposed that all resolutions are conditional upon each other
and made jointly as one resolution. The approval of shareholders by at least
two thirds of both the votes given and the shares that are represented at the
meeting are required for a valid Resolution.

Resolution on implementation of share split (agenda item 18a)

The Board of Directors proposes that the annual general meeting resolve to
carry out a division of the Company’s shares, a so-called share split, whereby
an existing share in the Company, of both series A and series B, is divided
into two shares. One of these shares will be a so-called redemption share. The
Board of Directors proposes that the Board of Directors be authorized to
determine the record day for the share split, which, at the time of this
summons is predicted to be 26 April 2012.

Resolution on the reduction of the share capital by automatic redemption of
shares (agenda item 18b)

The Board of Directors proposes that the AGM decide that share capital should
be decreased by SEK 595,283.4258 by repurchasing 5,610,000 series A shares and
33,943,716 series B shares for repayment to shareholders. Shares to be
repurchased are constituted of the shares that are called redemption shares
after the share split is carried out according to the above. Payment for each
redemption share will be SEK 2,00, of which approximately SEK 1.985 exceeds the
quota value. Any repurchased redemption shares of series A or series B that are
held by the Company will be repurchased without repayment and such an amount
will be allocated to a free fund to be used by the AGM. The total redemption
amounts to SEK 79,107,432. The Board of Directors proposes that trading in
series B redemption shares should occur during the time from and including 30
April 2012, up to and including 14 May 2012. The Board of Directors proposes
that the Board of Directors is authorized to determine the record day for the
repurchase of redemption shares, which at the time of this summons is predicted
to be 18 May 2012. Payment is scheduled to occur through Euroclear Sweden AB on
23 May 2012.

Resolution on an increase of share capital by means of a bonus issue (agenda
item 18c)

In order to bring about a timely redemption procedure without the requirement
of permission from the Swedish Companies Registration Office or general court,
the Board of Directors proposes that the annual general meeting resolves to
restore the Company’s share capital to its original amount by increasing the
Company’s share capital by SEK 595,283.4258 through a bonus issue by transfer
from the Company’s free equity capital to the Company’s share capital. No new
shares will be issued in connection with the increase in share capital.

Resolution on authorization for the Board of Directors to decide on issuing new
shares (agenda item 19)

The Board of Directors proposes that the annual general meeting on one or more
occasions authorize the Board of Directors, with or without deviation from the
shareholders’ preferential rights, to decide on issuing shares, convertible
and/or warrants that represent issuance of, conversion to or new issuance of a
total of at most 4,300,000 series A and/or series B shares (corresponding to an
increase of approximately 10 percent of the capital after the proposed shares
split and automatic redemption procedure under agenda item 18) for cash payment
and/or with a provision on issue in kind or set-off, or otherwise with
conditions. Exercise of the authorization must not result in the share of
series A shares exceeding 14.2 percent of the total amount of shares.

The purpose of the authorization is to increase the Company’s financial
flexibility and its ability to make payment with in-house financial instruments
in connection with any acquisitions of companies and businesses that the
Company may carry out. The basis for the determination of the subscription
price must, subject to market rate discount, be the market value at the
respective time of issuing regarding shares issued without preferential rights
for the shareholders.

Resolutions by the AGM on the authorization for the Board of Directors to
decide on the issuing of shares, convertible and/or share option rights, are
applicable only if the shareholders accede to it by at least two thirds of both
the votes recorded and the shares represented at the meeting.

Resolution on the introduction of incentive program, issue of share option
rights to employees (agenda item 20).

The Board of Directors of the Company find it appropriate, and in the interest
of all shareholders, that employees in the group be offered long-term
contracts. The Board of Directors therefore proposes that the AGM should decide
on a long-term incentive program including the issuance of share option rights
for senior executives and key individuals in accordance with the below. That
which is indicated also constitutes cause for deviation from the preferential
rights of shareholders upon issuance.

The maximum dilution effect is calculated to amount to a maximum of
approximately 0.88 percent of the total number of shares, and approximately
0.39 percent of the total number of votes in the Company, provided that there
is full subscription and full utilisation of all share option rights. With
regard to outstanding share option rights in accordance with previous share
option rights programs, the total dilution consists of about 3.16 percent of
the total number of shares and about 1.41 percent of the total votes in the
Company.

For the sake of guidance, the Meeting will be informed that the Board of
Directors is considering encouragement for participation in the incentive
program by giving a cash remuneration that will be paid one month before the
distributed options expire. The remuneration will be paid only with the
provision that the participant is still employed in the group and that certain
other provisions are fulfilled. The net cash remuneration may at most amount to
50 percent of the premium paid.

A prerequisite for program participation by the senior executives and key
individuals is that they, prior to subscription, enter into an agreement with
the Company governing ownership of the share option rights. The agreement
contains, among other things, conditions that he or she who wish to sell their
share option rights or terminates their employment with the Company prior to
executing the rights is obliged to offer the Company to buy back the share
option rights at prevailing market price. If the shareholders of the Company
declares their intention to accept a public offer from third party to sell half
or more of the of the total number of shares in the Company, the participants
of incentive program are obliged to sell their share option rights at the same
terms and conditions as the shareholders. The holders of share option rights
are also obliged to participate through sale or substitution of their share
option rights in any restructuring that may be deemed necessary before a sale
of the Company, assuming they retain the equivalent rights upon such a sale or
substitution as prior to the transaction.

The proposal under this point is based on the number of shares before the
proposed share split and automatic redemption procedure. Any recalculation
according to share option rights provisions may not be made for the proposed
share split and automatic redemption procedure according to item 18 above.

Issue of share option rights to employees

The Board of Directors proposes that the AGM decide that the Company, with
deviation from the preferential right of shareholders, should issue at most
350,000 share option rights with the following right of subscription of 350,000
B shares in the Company on the following conditions.

The right to subscribe to share option rights will accrue to certain temporary
employees in the group in accordance with principles given below. Subscription
of share option rights will occur at the latest on 1 June 2012, and payment
will occur at the latest on 15 June 2012. Oversubscription may not occur.

Employees will be offered the opportunity to subscribe to share option rights
at the market price according to the following:

Category 1 (CEO) will be offered the opportunity to subscribe to at most
160,000 share option rights.

Category 2 (other senior executives – 5 persons) will be offered the
opportunity to subscribe to a maximum of 100,000 share option rights, of which
50,000 is the highest amount offered to a single individual.

Category 3 (other key employees – 20 persons) will be offered the opportunity
to subscribe to a maximum of 90,000 share option rights, of which 10,000 is the
highest amount offered to a single individual.

The total number of share option rights that can be provided to employees in
categories 1-3 above shall however amount to a maximum of 350,000 share option
rights. Full subscription by all individuals in category 1-3 can thus not take
place.

An offer of subscription to share option rights for employees outside of Sweden
requires that there are no legal or tax prohibitions, and that the Board of
Directors believes that such an offer can occur with reasonable administrative
and/or financial resources.

The holder of a share option right has the right, during the time from and
including 1 August 2015, up to and including 1 October 2015, for one (1) share
option right, to subscribe to one (1) new B share in the Company at a
subscription price corresponding to 130 percent of the B share’s average last
buying price on the NASDAQ OMX in Stockholm during the period from and
including 11 May 2012, up to and including 25 May 2012, however at the lowest
at a subscription price corresponding to the quota value of the B share.

With full subscription and full utilization of the proposed share option
rights, the Company’s share capital may increase by SEK 10,353 by the issuance
of at most 350,000 shares, each with a quota value of SEK 0.0301, but with the
provision for an increase that may be caused by recalculation according to the
conditions of the share option rights as a result of share issuances etc. These
new shares constitute, with full utilization, approximately 0.88 percent of the
total number of shares and approximately 0.39 percent of the total number of
votes in the Company.

For a resolution by the Meeting according to the proposal in accordance with
this point, it is required that the resolution be acceded to by shareholders
representing at least nine tenths of both the votes given and the shares
represented at the Meeting.

Other

Copies of financial statements, auditor’s report and other documents with
complete proposals, including a special information brochure concerning the
proposed redemption of shares, and other documents in accordance with the
Companies Act will be made available to shareholders at the Company from and
including 28 March 2012, and on the Company’s website, and will be sent free of
charge to shareholders who provide their postal address on request.

On 15 March 2012 there was a total of 39,553,716 shares in the Company,
consisting of 5,610,000 series A shares and 33,943,716 series B shares,
corresponding to a total of 90,043,716 votes. The Company possessed no treasury
shares at the time of the summons.

_______________________________

Stockholm, in March 2012

Net Entertainment NE AB (publ)

The Board of Directors

For additional information please contact;

Per Eriksson, CEO Net Entertainment; Phone +46 8 57 85 45 00
per.eriksson@netent.com

or

Maria Hedengren, CFO Net Entertainment; Phone +46 8 57 85 45 00
maria.hedengren@netent.com

About Net Entertainment
Net Entertainment is a premium supplier of digitally distributed gaming systems
used by some of the world’s most successful online gaming operators. The Net
Entertainment casino is a complete gaming solution comprising both a complete
management platform and a full suite of high quality games. Operators are
provided a customized casino that is easily integrated ensuring short time to
market and a cost efficient operation. Net Entertainment is listed on Nasdaq
OMX Stockholm (NET-B). More information about Net Entertainment is available at
www.netent.com.