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.
Tags: