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, Anders Böös and Ulrik Svensson and new
elected Håkan Kirstein as board members for the period up to and including the
Annual General Meeting 2011. The Meeting re-elected Jorma Halonen as Chairman of
the Board for the corresponding time period.

The fee to the board members for the period up to and including the Annual
General Meeting 2011 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 committee work, the
Chairman of the Audit Committee shall receive SEK 100,000 and other members of
the Audit Committee SEK 50,000.
 
Nomination Committee
The Meeting resolved that the Nomination Committee shall consist of five
members. The Meeting re-elected Gustaf Douglas (Investment AB Latour and
others), Mikael Ekdahl (Melker Schörling AB), Marianne Nilsson (Swedbank Robur
fonder), Per-Erik Mohlin (SEB Fonder/SEB Trygg-Liv) and Henrik Didner (Didner &
Gerge fonder) for the period up to the Annual General Meeting 2011. 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. Tuesday 11 May 2010 was determined as record
date for the dividend, and payment from Euroclear Sweden AB is expected to
commence on Monday 17 May 2010.

Guidelines for remuneration to senior executives
The Annual General Meeting resolved to adopt guidelines for remuneration to
senior executives in accordance with the guidelines adopted by the AGM 2009. The
guidelines principally entail that the remuneration and other terms of
employment shall be competitive and in accordance with market conditions. The
variable remuneration shall have a predetermined cap and amount to maximum 75 %
of the fixed salary. The Board of Directors shall be entitled to deviate from
the guidelines in an individual case, if there are specific reasons for such
deviation.

Implementation of a long-term performance based incentive program
The Annual General Meeting approved the Board of Directors' proposal for
implementation of a long-term performance based incentive program (“LTIP 2010”).
Approximately 20 senior executives and key employees will be offered to
participate in LTIP 2010 and thereby given the opportunity to acquire shares by
private funding in Niscayah Group (“Investment Shares”) at market price on
NASDAQ OMX Stockholm at an amount not exceeding a value of 10 - 25 percent of
the respective participant's annual fixed gross salary for 2010. Provided that
the participant holds the Investment Shares for a minimum period of three years
from the acquisition date and is still employed in Niscayah Group during this
period and that the development of Niscayah Group's EPS during the financial
year 2010 compared to the financial year 2009 will comply with the clearly
measurable performance targets set by the Board of Directors, each Investment
Share will thereafter entitle to allotment of maximum three performance based
Class B shares in Niscayah Group (“Performance Shares”), free of charge.

Authorisation for the Board of Directors to resolve on acquisition and transfer
of treasury shares
In accordance with the proposal of the Board of Directors, the Annual General
Meeting resolved to authorise the Board of Directors to resolve, on one or
several occasions during the period until the Annual General Meeting 2011, on
acquisitions and transfers of treasury shares in order to enable the Board of
Directors to finance acquisitions of companies, and to hedge the company's
costs, including costs for social security payments, in connection with the
implementation of LTIP 2010. 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. Transfer of treasury shares may be made as payment of whole or part of
the purchase price in connection with the acquisition of a company and on NASDAQ
OMX Stockholm.



For further information please contact:
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 19:00 on 6 May, 2010.

Attachments

05062741.pdf