Annual General Meeting in Niscayah Group AB (publ)

Annual General Meeting in Niscayah Group AB (publ)

The Shareholders of Niscayah Group AB are hereby invited to attend the Annual
General Meeting to be held at 5.00 p.m. CET on Thursday 6 May 2010, at
Niscayah's head office at Lindhagensplan 70, Stockholm. Registration for the
Annual General Meeting starts at 4.00 p.m. CET.

A. 	NOTICE OF ATTENDANCE

Shareholders who wish to attend the Annual General Meeting must: 

(i) be recorded in the share register kept by Euroclear Sweden AB on Thursday 29
April 2010, and

(ii) notify the company of their intent to attend the Annual General Meeting in
writing to Niscayah Group AB, “AGM”, P.O. Box 7841, SE-103 98 Stockholm, or by
telephone +46 10 458 80 78, or via the company website www.niscayah.com on
Thursday 29 April 2010, at 4.00 p.m. CET at the latest. 

When giving notice of attendance, the shareholder shall state name, personal
identity number (corporate identification number), address, telephone number and
number of shares. Proxy forms are held available on the company website
www.niscayah.com and will be sent to shareholders who contact the company and
submit their address. Proxy and representative of a legal person shall submit
proof of authority to the AGM. As confirmation of the notification, Niscayah
Group AB will send an entry card, which shall be presented at registration for
the AGM.

In order to participate at the Annual General Meeting, shareholders with
nominee-registered shares must request their bank or broker to have the shares
temporarily owner-registered with Euroclear Sweden AB by Thursday 29 April 2010
at the latest. The shareholders must therefore notify their nominees in due time
before the said date.

 
B. 	AGENDA

Proposal for Agenda
1.	Opening of the Meeting.
2.	Election of Chairman at the Annual General Meeting.
3.	Preparation and approval of the voting list.
4.	Approval of the Agenda.
5.	Election of one or two person(s) to approve the minutes.
6.	Determination of compliance with the rules of convocation.
7.	Report of the President and CEO.
8.	Presentation of the Annual Report and the Auditor's Report and the
Consolidated Financial Statements and the group Auditor's Report
9.	Resolutions regarding
a)	adoption of the Statement of Income and the Balance Sheet and the
Consolidated Statement of Income and the Consolidated Balance Sheet as per 31
December 2009;
b)	appropriation of the company's profit according to the adopted Balance Sheet
and record date for dividend;
c)	discharge from liability of the Board of Directors and the Managing Director
for the financial year 2009.
10.	Determination of the number of members of the Board of Directors.
11.	Determination of fees to the Board of Directors and the Auditors.
12.	Election of members of the Board of Directors.
13.	Election of members of the Nomination Committee.
14.	Determination of guidelines for remuneration to the management.
15.	Proposal for resolution regarding long term performance based incentive
program
16.	Proposal for resolution regarding authorisation for the board of directors
to resolve on acquisition and transfer of treasury shares 
17.	Closing of the Meeting.


Election of Chairman of the Meeting (item 2 on the Agenda)
The Nomination Committee has proposed that Jorma Halonen, Chairman of the Board,
shall be elected Chairman of the Annual General Meeting 2010.


Proposal for dividend (item 9 b) on the Agenda)
The Board of Directors proposes a dividend of SEK 0.30 per share to be declared.
As record date for the dividend, the Board of Directors proposes Tuesday 11 May
2010. If the Annual General Meeting resolves in accordance with the proposal,
the dividend is expected to be distributed by Euroclear Sweden AB starting on
Monday 17 May 2010.


Proposal for election of the Board of Directors and resolution regarding fees
(items 10-12 on the Agenda)
In respect of the Annual General Meeting 2010, the nomination committee has
consisted of the following members: Gustaf Douglas (SäkI AB and Investment AB
Latour), Mikael Ekdahl (Melker Schörling AB), Marianne Nilsson (Swedbank Robur
fonder), Per-Erik Mohlin (SEB Fonder/SEB Trygg-Liv) and Henrik Didner (Didner &
Gerge Fonder). 

The Nomination Committee in respect of the AGM 2010 has made the following
proposals:

The number of board members shall be seven without any deputy members. The
Nomination Committee proposes re-election of the board members Jorma Halonen,
Carl Douglas, Tomas Franzén, Eva Lindqvist, Ulrik Svensson and Anders Böös as
well as new election of Håkan Kirstein for the period up to and including the
Annual General Meeting 2011. In addition, the Nomination Committee proposes
re-election of Jorma Halonen as Chairman of the Board for the aforementioned
period. Håkan Kirstein new President and CEO of Niscayah Group, has been
proposed to replace the former President and CEO, Juan Vallejo, on the Board of
Directors.

Håkan Kirstein (born 1969) is a Business administration graduate. Håkan Kirstein
has previously been employed with in the StatoilHydro Group. From 2005 to 2009,
Håkan was Managing Director of StatoilHydro in Sweden, and prior to that role,
his career included various leading positions, such as Managing Director of
Statoil Detaljhandel AB and Statoil Detaljist AB. Håkan Kirstein is a board
member of Kemetyl Group AB.

Information on all the proposed members of the Board of Directors is available
on the company's website www.niscayah.com.

Fees to the Board of Directors for the period up to and including the Annual
General Meeting 2011 shall amount 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. Fee to the auditors shall be paid according
to agreement.

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.


Proposal for election of members of the Nomination Committee (item 13 on the
Agenda)
Shareholders together representing approximately 36 per cent of the shares and
approximately 55 per cent of the votes in the company propose that the Annual
General Meeting resolves as follows: The Nomination Committee shall consist of
five members, whereby re-election of Gustaf Douglas (SäkI AB and Investment AB
Latour), Mikael Ekdahl (Melker Schörling AB), Marianne Nilsson (Swedbank Robur
fonder), Per-Erik Mohlin (SEB Fonder/SEB Trygg-Liv) and Henrik Didner (Didner &
Gerge fonder) is proposed for the period up to until the Annual General Meeting
2011. Gustaf Douglas shall be re-elected as Chairman of the Nomination
Committee. If a shareholder represented by one of the members of the Nomination
Committee no longer is one of the major shareholders of the company or if a
member of the Nomination Committee is no longer employed by such shareholder or
for any other reason leaves the Nomination Committee before the Annual General
Meeting 2011, the Nomination Committee shall be entitled to appoint another
representative among the major shareholders to replace such member.


Proposal for resolution regarding guidelines for remuneration to management
(item 14 on the Agenda)
The Board of Directors proposes that the Annual General Meeting resolves on
guidelines for remuneration to the management principally entailing that
salaries and other terms of remuneration to the management shall be in
accordance with market conditions. In addition to a fixed salary, the management
may also receive variable remuneration which shall have a predetermined cap and
be based on the outcome in proportion to targeted results (and in some cases
other key figures) within the individual area of responsibility (group or
division) as well as other benefits. In addition to the variable remuneration,
there may from time to time be approved share or share related incentive
programs. The total cost of fixed and variable remuneration shall each year be
set to an amount which includes all the company's remuneration costs, which
enables the management to allocate part of the fixed and variable remuneration
to other benefits, such as pension benefits. The pension plans of the management
shall be principally fee-based.

Upon notice of termination by the company there may be a right to severance pay
which in such cases shall have a predetermined cap. No severance pay shall be
paid upon notice of termination by the employee.

The Board of Directors shall be entitled to deviate from the guidelines in an
individual case, if there are specific reasons for such deviation.


Proposal for resolution regarding long term performance based incentive program
(item 15 on the agenda)
Background and reason for the proposal
There is currently one ongoing subscription warrant program in Niscayah Group AB
(“Warrant Program 2007/2012”) directed to approximately 60 senior executives and
key employees. Since Warrant Program 2007/2012 was introduced, new senior
executives and key employees, who are not comprised by Warrant program
2007/2012, have been employed in the group, and the Board would therefore like
to offer a new incentive program to ensure a long term commitment for the
current senior executives and key employees and to improve Niscayah Group's
possibilities for future recruitments. Utilizing shares in the company as an
essential instrument in the incentive program will encourage shareholding and
long-term increase of value in Niscayah Group. In the light of the above, the
Board of Directors proposes that the Annual General Meeting shall resolve on a
new long term performance based share program (”LTIP 2010”).

With regard to the Board of Directors proposal of LTIP 2010, and provided that
the Annual General Meeting resolves in accordance with the proposal, the Board
has decided to limit the participants' variable remuneration to an amount not
exceeding fifty (50) percent of the fixed annual salary. The Board of Directors
intends to propose a performance based share program in accordance with the
currently proposed principles before the Annual General Meeting 2011. 

Introduction of LTIP 2010
Approximately 20 senior executives and key employees will be offered to
participate in LTIP 2010. The duration of the program is approximately three
years. Senior executives and key employees who participates in LTIP 2010 will
get the opportunity to acquire shares by private funding in Niscayah Group
(“Investment Shares”) at market price on NASDAQ OMX Stockholm. Acquisition of
Investment Shares shall take place not later than the 20 May 2010, with a right
of the Board of Directors to prolong this period. Existing shareholdings in
Niscayah Group will also be viewed as investment in Investment Shares. Each
participant may only count a maximum number of Investment Shares towards LTIP
2010, such amount not exceeding a value of 10 - 25 percent (depending on the
participant's position) of the participant's fixed annual salary for 2010,
divided by the closing price of one B-share in Niscayah Group on NASDAQ OMX
Stockholm on 1 March 2010. 
   
Provided that the participant (i) holds the Investment Shares during a minimum
period of three years from the acquisition date, however including the day of
the disclosure of the first quarterly report for 2013 (the “Investment Period”),
and (ii) is still employed or has a similar employment in Niscayah Group during
the entire Investment Period, unless the Board of Directors is of the view that
this requirement may be waived in a specific case, each Investment Share will
thereafter entitle to allotment of maximum three performance based B-shares in
Niscayah Group (“Performance Shares”), free of charge. 

The number of Performance Shares to be allotted for each Investment Share will
be based on clearly measurable, performance based targets for Niscayah Group's
earnings per share (”EPS”) for the financial year 2010 compared to the financial
year 2009. A prerequisite for allotment of Performance Shares, is that the
minimum level of Niscayah Group's EPS for fiscal year 2010, set by the Board of
Directors, is achieved. A maximum outcome of LTIP 2010, which would lead to
allotment of three (3) Performance Shares per Investment Share, requires that
Niscayah Group's EPS for 2010 will increase by the Board's determined maximum
level compared to Niscayah Group's EPS for the financial year 2009. Performance
Shares shall be awarded within 30 days after the end of the Investment Period. 

The Board of Directors shall have the possibility to decide on a reduction of
the allotment of Performance Shares if the Board of Directors are of the view
that an allotment according to the above terms is unreasonable at an objective
assessment. The Board of Directors shall be responsible for the more detailed
framing and handling of LTIP 2010 within the scope of the main principles as
proposed to the Annual General Meeting and shall also be entitled to make such
minor adjustments of these principles that may be required due to legal or
administrative conditions.

Costs for LTIP 2010 and impact on key ratios
LTIP 2010 may cause increased personnel costs, partly in the form of IFRS 2-
Share based allowances, partly in the form of social security contributions.
These costs are estimated, based on the closing price of one B-share in Niscayah
Group at 23 March 2010 of SEK 15.60, and the following material assumptions of
an annual share price increase of 10 percent, an annual staff turnover of 10
percent, a rate of outgoing social security contributions of 25 percent and a 50
percent fulfilment of the performance related targets of the Performance Shares,
to approximately SEK 9 million, including SEK 2 million in social security
contributions. The costs for LTIP 2010, calculated on a pro forma basis for
2009, gives a negative impact of approximately 0.04 percentage points for
Niscayah Group's operating margin and a reduction in earnings per share of
approximately SEK 0.01. According to LTIP 2010, a maximum number of 912 000
shares can be allotted to the participants free of charge, equivalent to
approximately 0.2 percent of the total outstanding shares of Niscayah Group. 

Hedging of costs for the program and delivery of shares under LTIP 2010
In order to hedge costs related to the program, the Board of Directors has
proposed an authorization for acquisition of treasury shares under item 16 on
the agenda. To ensure delivery of B-shares in Niscayah Group according to LTIP
2010, Niscayah Group intends to enter into an agreement with a third party,
whereby the third party in his own name shall acquire and transfer B-shares in
the company to the participants in accordance with LTIP 2010.  

Voting majority
The proposal of the Board of Directors regarding LTIP 2010 shall be supported by
shareholders representing at least half of the votes cast at the Meeting in
order to be valid. 


Proposal for resolution regarding authorization of the Board of Directors to
resolve on acquisition and transfer of treasury shares (item 16 on the agenda) 
In order to enable Niscayah Group to adjust its capital structure and to enable
financing of company acquisitions, and to hedge costs, including costs for
social security contributions, in connection with the introduction of the
performance based share program according to item 15 on the agenda, the Board of
Directors proposes that the Annual General Meeting resolves to authorize the
Board of Directors to, on one or more occasions and during the period until the
next Annual General Meeting, resolve on acquisitions and transfers of treasury
shares. The company's acquisition of treasury shares may not exceed 10 percent
of the total number of shares in Niscayah Group from time to time. Acquisition
of shares shall take place on NASDAQ OMX Stockholm at a price within the price
interval at any given time, such price interval being the interval between the
highest purchase price and the lowest sales price at the time of transfer.
Transfer of shares may be made with deviation from the shareholders'
preferential rights of the maximum number of shares held by Niscayah Group at
the time of the resolution by the Board of Directors. Transfer of shares may
take place as payment of whole or part of the purchase price in connection with
acquisition of a company or business or part of a company or business and the
consideration shall be equal to the assessed market value of the share. On such
transfer, payment may be made by assets contributed in kind or by set-off of a
claim against Niscayah Group. Transfer of shares may also take place by sale on
NASDAQ OMX Stockholm at a price within the price interval registered at any
given time, such price interval being the interval between the highest purchase
price and the lowest sales price at the time of transfer. The Board of Directors
shall be entitled to determine other terms of an acquisition or transfer in
accordance with market conditions.

Voting majority
The resolution of the Annual General Meeting on the authorization of the Board
of Directors to resolve on acquisition and transfer of treasury shares shall be
supported by shareholders representing at least two thirds of both the number of
votes cast and the shares represented at the AGM in order to be valid.    


C. 	AVAILABLE DOCUMENTS

The annual accounts, the auditor's report, as well as the statement by the
auditor regarding whether the guidelines for remuneration to the management have
been observed, the proposal of the Board of Directors with respect to the
appropriation of the profit and the motivated statement thereon, together with
the complete proposal for resolution of the Board of Directors with respect to
item 15-16 will be available to the shareholders at the company's headquarters
and on the company's website www.niscayah.com as from Thursday 22 April 2010.
Copies of the documents will be sent to shareholders on request. The documents
will also be available at the Annual General Meeting.

The total numbers of shares in the company amounts to 365,058,897 divided
between 17,142,600 class A shares and 347,916,297 class B shares. The total
number of votes in the company amounts to 519,342,297.


Stockholm in April 2010
The Board of Directors
NISCAYAH GROUP AB (publ)




For additional information:
Johan Andersson, Investor Relations		+46 (0)10 458 80 23

This press release is also available on Niscayah's home page: www.niscayah.com


Niscayah Group AB (publ.) is a world leading security partner offering complete
security solutions for clients with high security demands within market segments
such as banking and finance, industry, defense, healthcare and retail.
Niscayah's services are based on modern technology and include access control,
video surveillance, intrusion protection and fire alarm systems.
www.niscayah.com 

Niscayah Group AB discloses the information provided herein pursuant to the
Securities Markets Act and/or the Swedish Financial Instruments Trading Act.
This information was submitted for publication at CET 16.00 on April 7, 2010.