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 Tuesday 21 April 2009, 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 (previously
VPC AB) on Wednesday 15 April 2009, 

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 by telefax +46 8 24 22 56 marked “Niscayah AGM” or via the
company website www.niscayah.com on Wednesday 15 April 2009, 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
papers of authorisation prior 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 in 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 Wednesday 15 April
2009. 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 of 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.
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 2008;
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 2008.
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 Auditors.
14.	Election of members of the Nomination Committee.
15.	Determination of guidelines for remuneration to the management.
16.	Resolution regarding conditional amendment of the Articles of Association.
17.	Closing of the Meeting.
Election of Chairman of the Meeting (item 2 on the Agenda)
The Nomination Committee elected for the period up to and including the Annual
General Meeting 2009 has proposed that Jorma Halonen, Chairman of the Board,
shall be elected Chairman of the Annual General Meeting 2009.

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 Friday 24 April
2009. If the Annual General Meeting resolves in accordance with the proposal,
the dividend is expected to be distributed by Euroclear Sweden AB starting on
Wednesday 29 April 2009.


Proposal for election of the Board of Directors and resolution regarding fees
(items 10-12 on the Agenda)
The Nomination Committee elected for the period up to and including the Annual
General Meeting 2009 consisted of, Gustaf Douglas (SäkI AB and Investment AB
Latour), Mikael Ekdahl (Melker Schörling AB), Marianne Nilsson (Swedbank Robur
Fonder), Mats Tunér 
(SEB Fonder) and Staffan Grefbäck (Alecta).
The Nomination Committee elected for the period up to and including the Annual
General Meeting 2009 has proposed as follows:
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, Juan Vallejo, Ulrik Svensson and
Anders Böös for the period up to and including the Annual General Meeting 2010.
In addition, the Nomination Committee proposes re-election of Jorma Halonen as
Chairman of the Board for the aforementioned period.
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 2010 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 on
current account.
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 Auditors (item 13 on the Agenda)
The Nomination Committee proposes that, PricewaterhouseCoopers AB, Stockholm,
which term of office lapses at the Annual General Meeting 2009, is appointed
auditor for a new term of office of four years, consequently for the period up
to and including the Annual General Meeting 2013. Bo Lagerström shall be auditor
in charge.

Proposal for election of members of the Nomination Committee (item 14 on the
Agenda)
Shareholders together representing approximately 38 per cent of the shares and
approximately 58 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) and Mats Tunér (SEB Fonder) and new election of Magnus Landare (Alecta)
is proposed for the period up to until the Annual General Meeting 2010. 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 2010,
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 15 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 a resolution regarding conditional amendment of the Articles of
Association (item 16 on the Agenda)
The Board of Directors proposes an amendment of Section 7 in the Articles of
Association in accordance with the following.
Current wording Section 7	New wording Section 7
A notice convening an Annual General Meeting or an Extraordinary General Meeting
to decide upon amendments of the Articles of Association shall be issued at the
earliest six (6) and at the latest four (4) weeks prior to the meeting. A notice
convening other Extraordinary General Meeting shall be issued at the earliest
six (6) and at the latest two (2) weeks prior to the meeting.
A notice convening a General Meeting shall be published in Post- och Inrikes
Tidningar (the Swedish Official Gazette) and in Svenska Dagbladet and Dagens
Industri.
	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. It shall
be announced in Dagens Industri that notice of a General meeting has been given.
The Board further proposes that the resolution of the Annual General Meeting to
amend the Articles of Association in accordance with this item 16, shall be
subject to the entering into force of an amendment regarding the means of
convening a general meeting in the Swedish Companies Act (SFS 2005:551), to the
effect that the proposed wording of Section 7 set forth above is consistent with
the Swedish Companies Act. 
The validity of a resolution in accordance with the aforementioned is
conditional upon the support of shareholders with at least two thirds of both
the votes cast and the shares represented at the meeting.
C. 	AVAILABLE DOCUMENTS

The 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 proposals for resolutions of the Board of Directors with respect to
items 15-16 will be available to the shareholders at the company's headquarters
and on the company's website www.niscayah.com as from Tuesday 7 April 2009.
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 March 2009
The Board of Directors
NISCAYAH GROUP AB (publ)


This press release is also available on www.niscayah.com