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 Carl
Douglas, Tomas Franzén, Håkan Kirstein, Eva Lindqvist, Anders Böös and
Ulrik Svensson as board members and new elected Jan Svensson as board
member and Chairman for the period up to and including the Annual
General Meeting 2012.

Fees to the Board of Directors for the period up to and including the
Annual General Meeting 2012 shall amount to SEK 2,000,000 in total
(including consideration for committee work) to be distributed among the
board members as follows: SEK 500,000 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, the Chairman of the Remuneration Committee shall
receive SEK 75,000 and other members of the Remuneration Committee SEK
25,000.

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 2012. 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. 6 May 2011 was determined as
record date for the dividend, and payment from Euroclear Sweden AB is
expected to commence on 11 May 2011.

Guidelines for remuneration to senior executives
The Annual General Meeting resolved to adopt guidelines for remuneration
to senior executives 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. In addition
to the variable remuneration, there may from time to time be approved
share or share related incentive programs. 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
2011”). Approximately 30 senior executives and key employees will be
offered to participate in LTIP 2011 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 2011. 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 2011 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 2012, 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 2011. 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 Melbi, Investor Relations +46 (0)10 458 80 23

Niscayah Group AB (publ) is a world leading security company specialized
in technical security services and solutions for customers with high
security demands such as bank and post, retail, utilities, transport and
logistics and gas stations. Niscayah has approximately 5,100 employees
and is present in 14 countries in Europe as well as in USA. Niscayah is
a publicly listed company on the OMX Nasdaq stock exchange in Stockholm,
Sweden.

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 18:30
on 3 May, 2011.

Pièces jointes

05032381.pdf