Annual General Meeting of Niscayah Group AB (publ)


Annual General Meeting of Niscayah Group AB (publ)

At today's Annual General Meeting of Niscayah Group AB (publ) the following was
resolved:

Board of Directors
The Annual General Meeting resolved that the number of board members shall be
seven with no deputy members. The Meeting re-elected Jorma Halonen, Carl
Douglas, Tomas Franzén, Eva Lindqvist, Juan Vallejo, Anders Böös and Ulrik
Svensson as board members for the period up to and including the Annual General
Meeting 2010. The Meeting re-elected Jorma Halonen as Chairman of the Board.

The fee to the board members was determined to SEK 2,000,000 in total (including
consideration for committee work) to be distributed among the board members as
follows: SEK 600,000 to the Chairman of the Board and SEK 250,000 to each of the
other board members, except the CEO. As consideration for the committee work,
the Chairman of the Audit Committee shall receive SEK 100,000 and other members
of the Audit Committee SEK 50,000. At the subsequent Statutory Meeting of the
Board, Ulrik Svensson and Anders Böös were elected as members of the Audit
Committee.

Nomination Committee
The Meeting resolved that the Nomination Committee shall consist of five
members. The Meeting re-elected Gustaf Douglas (SäkI AB and Investment AB
Latour), Mikael Ekdahl (Melker Schörling AB), Marianne Nilsson (Swedbank Robur
fonder) and Mats Tunér (SEB Fonder) and elected Magnus Landare (Alecta) as
members of the Nomination Committee for the period up until the Annual General
Meeting 2010. Gustaf Douglas was re-elected as Chairman of the Nomination
Committee. 

Dividend
In accordance with the proposal of the Board, the Meeting resolved to declare a
dividend of SEK 0.30 per share. Friday 24 April 2009 was determined as record
date for the dividend, and payment from Euroclear Sweden AB (previously VPC AB)
is expected to commence on Wednesday 29 April 2009.



Guidelines for remuneration to senior executives
The Annual General Meeting resolved on adoption of guidelines for remuneration
to senior executives principally entailing that the remuneration and other terms
of employment shall be competitive and in accordance with market conditions in
order to ensure that the company will be able to attract and keep competent
senior executives. In addition to a fixed annual salary the group management may
also receive a variable remuneration, which shall have a predetermined cap and
shall be based on the outcome in relation to earnings targets within the
individual area of responsibility (and in certain cases other key ratios). The
variable remuneration shall vary between zero and the following maximum amounts;
75 per cent of the fixed annual salary for the CEO and a maximum of 60-75 per
cent of the fixed annual salary for other individuals of the group management.
The undertakings of the company as regards variable remuneration, may at maximal
outcome as regards the present members of the senior management during 2009,
amount to a maximum of MSEK 10. Apart from the above mentioned variable
remuneration resolved upon, share-related or share-price related incentive
programs can be resolved upon from time to time. Pension entitlements for senior
executives shall apply from 65 years at the earliest. The pension plans shall
mainly be defined contribution plans. Other benefits, e.g. extra health
insurance or corporate health care, shall be paid to the extent that they are
assessed as being commercially competitive for senior executives in equivalent
positions on the market where the executive operates. In case of notice of
termination by the company, the notice period for all senior executives shall
amount to a maximum of 12 months and 24 months for the CEO. Severance payment,
not exceeding 12 months basic salary, may be paid after the end of the notice
period. In case of resignation by a senior executive, the notice period shall
amount to a maximum of 6 months and no severance payment shall be awarded. The
Board of Directors shall be entitled to deviate from the guidelines in an
individual case, if there are specific reasons for such deviation.

Conditional amendment of the Articles of Association
The Annual General Meeting resolved in accordance with the Board's proposal to
amend § 7 of the Articles of Association entailing that a notice convening a
General Meeting shall be published in Post- och Inrikes Tidningar (the Swedish
Official Gazette) and on the company's web site, whereby it shall be announced
in Dagens Industri that notice of a General Meeting has been given. The
Meeting's resolution was made conditional upon that an amendment regarding the
manner for convening a General Meeting in the Swedish Companies Act has entered
into force, entailing that the proposed wording of § 7 will be in accordance
with the Companies Act.
_______________________
This press release is also available on www.niscayah.com


For further information: Else Trägårdh, Investor Relations + 46 10 458 8080

Niscayah Group AB discloses the information provided herein pursuant to the
Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading
Act. This information was submitted for publication on April 21, 2009 at 18,30

Attachments

04212690.pdf