RESOLUTIONS AT THE PRECISE BIOMETRICS ANNUAL GENERAL MEETING 2007
At the Annual General Meeting of Precise Biometrics, which was held today on Tuesday 24 April, it was inter alia resolved to adopt an incentive program for employees in the group and to adopt guidelines for remuneration to management. In addition, the meeting approved the proposal of the board to authorize the board to increase the company's share capital by way of new issue of shares (in kind), through which the company intends to enable acquisitions of shares or assets in other companies against payment in own shares.
Election of Board members Two new board members were elected - Eva Maria Matell and Lena Widin Klasén. Eva Maria Matell is Sales and Marketing Director in XPonCard AB and Lena Widin Klasén is Technical Director and Manager of the Division of Sensor Technology at the Swedish Defense Research Agency, FOI. The new board members' experience from security issues is expected to reinforce the company's competence within the security industry. Lars Grönberg, Christer Fåhraeus, Jan T. Jørgensen, Marc Chatel and Lisa Thorsted were re-elected as members of the board, whilst Christer Bergman and Göran Jansson had declined re-election. Lars Grönberg was re-elected as chairman of the board. The meeting also resolved that remuneration to the board shall be given so that the chairman of the board receives SEK 210,000 and the other six board members receive SEK 105,000 each.
Dividends It was decided that no dividends would be issued for the financial year of 2006.
Guidelines for remuneration to management In accordance with the proposal of the board, the meeting resolved to adopt guidelines for management principally entailing that remuneration and terms of employment shall be competitive and in accordance with market conditions, and that the remuneration shall have a pre-determined cap. The variable remuneration shall amount to a maximum of 50 % of the fixed basic salary as regards the President, and 30 % of the fixed annual salary as regards other management employees. Remuneration may also be paid by way of warrants and other share-related incentive programs. At termination of employment, a mutual notice period of 6 months shall be applicable as regards the President, and 3-6 months for other management employees. Redundancy payment to the President may be paid by a maximum of 12 monthly salaries if the employment is terminated by the company. Other management employees shall not be entitled to redundancy payment. Pension right shall be applicable from the age of 65, whereby the pension premium shall be calculated based on age and salary and may amount to a maximum of 25 % of the fixed salary. The resolution entails a level of remuneration principally in accordance with that of the previous year.
Authorization for the board to resolve upon new issue of shares (in kind) In accordance with the proposal of the board, the meeting resolved to authorize the board to decide upon an increase of the company's share capital through new issue of a maximum of 4 million shares, against payment in kind. Full exercise of the authorization entails an increase of the company share capital by SEK 1.6 million, which corresponds to a dilution of just below 4.1 % of the present share capital and votes. The purpose of the authorization is to enable the company to make company acquisitions against payment wholly or partially in own shares.
Incentive program for group employees In accordance with the proposal of the board, the meeting resolved on adoption of an incentive program for the employees by way of issue of a maximum of 3.5 million warrants, entitling to subscription for the equivalent number of shares during the period from 1 January - 1 May 2010. The subscription price at subscription of shares shall be equivalent to 133 % of the average share price during the period 14 - 28 May 2007. The warrants shall be issued to two of the company's wholly-owned subsidiaries which shall, in turn, transfer the warrants (alternatively issue purchase options on corresponding conditions) to the employees of the group in Sweden and in the USA in accordance with specific conditions for allotment. The purpose of the deviation from the preferential rights of the shareholders is that the incentive program is expected to lead to an increased interest in the development of the company, and that the employee loyalty is therewith stimulated, which in turn is expected to be for the good of the company. Full subscription and full exercise of the warrants would entail an increase of the share capital by SEK 1.4 million, which is equivalent to a dilution of approximately 3.6 % of the company's present share capital and votes.
For further information, please contact
Lars Grönberg, Chairman of the Board, Precise Biometrics AB Phone 0707-27 54 55 E-mail firstname.lastname@example.org
Niklas Andersson, CFO, Precise Biometrics AB Phone 046-31 11 02 eller 0730-35 67 02 E-mail email@example.com
Precise Biometrics AB (publ.) is an innovative security company that supplies world-leading systems for fingerprint and smart card-based authentication. The company's solutions replace keys, PIN codes and passwords and enhance the integrity of ID cards and passports. With its Precise Match-on-Card(TM) technology, the company is a market leader within smart ID cards. The product line includes systems for access control to buildings, computers and networks and for integration into ID cards and passports. The Precise Biometrics group has subsidiaries in Sweden, Great Britain, USA and a joint venture agreement in China. The group headquarters are in Lund, Sweden. Precise Biometrics is listed on the small cap list at the Nordic Exchange in Sweden (symbol: PREC). For more information, please visit http://www.precisebiometrics.com/
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