SOURCE: Precise Biometrics AB

March 28, 2006 09:02 ET

Ahead of the Annual General Meeting in Precise Biometrics Ab

LUND, SWEDEN -- (MARKET WIRE) -- March 28, 2006 --The Annual General Meeting will be held at 4 p.m. on Thursday April 27, 2006, at the company's premises at Scheelevägen 19 C, Lund, Sweden.

An agenda containing the matters that are proposed to be brought before the Meeting is included in the official notice to attend the Meeting, which is appended this press release and which will be published on March 29, 2006 in the newspapers Post- och Inrikes Tidningar and Svenska Dagbladet.

As will be seen from the notice, inter alia the following proposals are submitted regarding matters at the Meeting:

The company's Election Committee has proposed the Meeting the following election of Board of Directors: re-election of the ordinary Board members Lars Grönberg (Chairman), Christer Fåhraeus, Göran Jansson, Jan T. Jørgensen, Marc Chatel and Christer Bergman and new election of Lisa Thorsted. Helen Fasth-Gillstedt has declined re-election.

Lisa Thorsted, born in 1967, is Vice President of Commercial Planning in SAS Scandinavian Airlines Denmark A/S since March 2006 and has previously had various positions within SAS, inter alia as Vice President of Corporate Business Control and Director of Corporate Development in SAS Group, as well as advisor to the CEO and President of SAS Group.

In order to enable the company to make acquisitions of companies with payment in own shares or convertibles and to receive capital contributions primarily from new industrial or international owners, the Board proposes that it should be authorized to resolve upon an increase of the share capital with a maximum of SEK 2,9 million, which at full exercise is equivalent to a dilution of just below 10 %. The issue may be made with deviation from the shareholders' pre-emption rights. The further terms and conditions are set forth in the notice.

The Board proposes that the Meeting shall resolve to amend the company's Articles of Association, partly for the purpose of merging the company's class A and class B shares to one single class of shares, partly for the purpose of adapting the Articles of Association to the new Companies Act, which entered into force on 1 January 2006.

Annual General Meeting in Precise Biometrics AB

The shareholders in Precise Biometrics AB (publ) are hereby invited to attend the Annual General Meeting to be held at 4 p.m. on Thursday April 27, 2006, at the company's premises at Scheelevägen 19 C, Lund, Sweden.

A. Notice of attendance

Shareholders who wish to attend the Annual General Meeting must:

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| (i)  | be recorded in the printout of the share register          |
|      | maintained by the Swedish Securities Register Centre       |
|      | ("VPC"), made as of Friday April 21, 2006, at the latest,  |
|      | and                                                        |
|------+------------------------------------------------------------|
| (ii) | notify the company of their intent to attend the Annual    |
|      | General Meeting at the address: Precise Biometrics AB      |
|      | (publ), Scheelevägen 19 C, SE-223 70 LUND, Sweden, by      |
|      | telephone +46 46 31 11 47, by telefax +46 46 31 11 01 or   |
|      | by e-mail: investor@precisebiometrics.com by 4 p.m.,       |
|      | Friday April 21, 2006, at the latest. When giving notice   |
|      | of attendance, the shareholder shall state name, personal  |
|      | identity number (corporate registration number), address   |
|      | and telephone number. Proxy and representative of a legal  |
|      | entity shall submit papers of authorisation prior to the   |
|      | Annual General Meeting.                                    |
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In order to be able to vote at the Annual General Meeting, shareholders with nominee-registered shares through the trust department of a bank or a private broker must have the shares temporarily owner-registered with VPC. Such registration must be made on Friday April 21, 2006, at the latest. Consequently, the shareholders must notify their nominee in due time before said date.

B. Agenda

Proposal for Agenda

 1. Opening of the Meeting
 2. Election of Chairman of the 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 whether the Meeting has been duly convened.
 7. The Managing Director's report.
 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

      1. adoption of the Statement of Income and the Balance Sheet
         and the Consolidated Statement of Income and the
         Consolidated Balance Sheet, as per December 31, 2005;
      2. appropriation of the company's loss according to the adopted
         Balance Sheet;
      3. discharge from liability of the Board of Directors and the
         Managing Director.

10. Determination of the number of members and deputy members of the
    Board of Directors.
11. Determination of the number of members and deputy members of the
    Board of Directors.
12. Election of members and Chairman of the Board of Directors.
13. Resolution regarding amendment of the articles of association
14. Resolution regarding authorisation of the Board to resolve upon
    issue of new shares or convertibles with deviation from the
    shareholders' pre-emption rights
15. Closing of the Meeting.
Submitted proposals regarding matters on the agenda

Proposal for election of Chairman of the Meeting (item 2)

At the Annual General Meeting 2005 it was resolved that a Election Committee shall be appointed in respect of every Annual General Meeting and consist of the Chairman of the Board of Directors and one representative for each of the three major shareholders of the company as per 30 September each year.

The Election Committee appointed in accordance with the resolution of Annual General Meeting 2005, consisting of Chairman Stefan Johnson (Fjärde AP-fonden), Svein Carlsson (Odin fonder), Leif Eriksröd (Storebrand fonder), Tom Henderson (Eden Capital Ltd) and the Chairman of the Board Lars Grönberg, has proposed that Lars Grönberg shall be elected Chairman of the Annual General Meeting 2006.

Proposal for appropriation of loss (item 9b)

The Board of Directors proposes that the share premium reserve be reduced by SEK 27,840,552 to cover the accumulated loss and that no dividend be declared for the financial year.

Proposal for election of Members and Chairman of the Board of Directors and fees (items 10-12)

The Election Committee, appointed in accordance with resolution of Annual General Meeting 2005, has proposed the following:

The number of Board members shall be seven, without deputies. The Election Committee proposes re-election of the Board members Lars Grönberg (chairman), Christer Bergman, Marc Chatel, Christer Fåhraeus, Göran Jansson and Jan T. Jørgensen and new election of Lisa Thorsted up to and including the Annual General Meeting 2007. Helen Fasth-Gillstedt has declined re-election.

Lisa Thorsted (born in 1967) is Vice President of Commercial Planning in SAS Scandinavian Airlines Danmark A/S since March 2006 and has previously had various positions within SAS, inter alia as Vice President of Corporate Business Control and Director of Corporate Development in SAS Group, as well as advisor to the CEO and President of SAS Group.

Fees to the Board members for the period up to and including the Annual General Meeting 2007 shall, unaltered, amount to SEK 735,000 in total, to be distributed among the Board members as follows: the Chairman of the Board shall receive SEK 210,000 and each of the other Board members who are not employed by the company shall receive SEK 105,000.

Shareholders jointly representing approximately 26 % of the number of votes of all shares in the company have informed the company that they will vote in favour of the Nomination Committee's proposals.

The Annual General Meeting of shareholders 2004 appointed Öhrlings PricewaterhouseCoopers, with authorized public accountant Dan Andersson as auditor in charge, as auditor for a period of four years. It was decided by the General Meeting that the auditors' fees should be paid on current account.

Proposal for amendment of Articles of Association (item 13)

The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association as set forth below, partly for the purpose of merging the Company's class A and class B shares to one single class of shares, partly for the purpose of adapting the Articles of Association to the new Companies Act, which entered into force on 1 January 2006 and partly for the purpose of making editorial simplifications. The main content of the Board's proposal is:

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| that | the par value of the share is eliminated from the Articles |
|      | of Association, and replaced with a provision that the     |
|      | number of shares shall amount to a minimum of 35,500,000   |
|      | and maximum of 142,000,000 (§ 5);                          |
|------+------------------------------------------------------------|
| that | the provision on two classes of shares is eliminated,      |
|      | which also leads to the elimination of the provision on    |
|      | shareholders' preferential rights in case of issues of     |
|      | shares of class A and/or class B (§ 6);                    |
|------+------------------------------------------------------------|
| that | the provision on the term of office of the Board of        |
|      | Directors is amended in order to comply with the wording   |
|      | of the new Companies Act (new § 6);                        |
|------+------------------------------------------------------------|
| that | the provision on convening notices to General Meetings is  |
|      | amended so that the newspapers in which the notice shall   |
|      | be published are specified to Post- och Inrikes Tidningar  |
|      | and Svenska Dagbladet and amended so that shareholders who |
|      | wish to participate in the General Meeting shall be        |
|      | recorded in transcript or other presentation of the share  |
|      | register relating to the facts recorded five weekdays      |
|      | before the General Meeting (new § 9);                      |
|------+------------------------------------------------------------|
| that | the provision regarding the right of the shareholders to   |
|      | vote for their full number of shares is eliminated, as     |
|      | this is expressly governed by law (§ 13);                  |
|------+------------------------------------------------------------|
| that | the provision to the effect that the company's shares      |
|      | shall be registered in a CSD register is amended, in order |
|      | to comply with the definition in the Chapter 1 Section 10  |
|      | of the new Companies Act (16 § (new § 14)).                |
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Moreover it is proposed that certain minor linguistic adjustments are made to correspond with the choice of words of the new Companies Act.

A resolution in accordance with the above has to be supported by shareholders representing at least two thirds of the votes cast as well as the number of shares represented at the Meeting in order to be valid.

Proposal for resolution on authorization of the Board to resolve upon issue of new shares or convertibles with deviation from the shareholders' pre-emption rights (item 14)

The Board proposes that the Meeting authorizes the Board to, on one or more occasions until the time of the next Annual General Meeting, resolve upon issue of shares and/or convertibles. Such issue may be made with deviation from the shareholders' pre-emption rights to subscribe for new shares and/or convertibles and also entail that payment for the new shares and/or convertibles can be made both in cash and/or with a provision of contribution or set-off. The issue may entail a total increase of the share capital - at full conversion with application of the conversion rate applicable at the time of issue - by a maximum of MSEK 2.9, by new issue of a maximum of 7.25 million shares and/or convertibles interchangeable for 7.25 million shares.

Full exercise of the authorization is, at full conversion, equivalent to a dilution of approximately 10 % of the present share capital and votes. The Board shall be permitted to establish the remaining conditions for the issue, including the issue price, which however shall be established based on a valuation, subject to a possible discount, adjusted to prevailing conditions on the market. The purpose of the authorization and the reason for the deviation from the shareholders' pre-emption rights is to enable the company to accomplish acquisitions of companies against payment in own shares and to receive capital contributions primarily from new industrial or international owners.

C. Available documents

The Accounts and the Auditor's Report as well as the Board's complete proposals pursuant to item 13 and 14 on the agenda will be available to the shareholders at the company and on its website www.precisebiometrics.com as from April 13, 2006. Copies of the documents will be also sent to the shareholders who so request and state their address, and will be available at the Annual General Meeting.

Lund in March 2006
The Board of Directors
PRECISE BIOMETRICS AB (publ)

For further information, please contact
Lars Grönberg, Director of the Board, Precise Biometrics AB.
Telephone +46 (0) 707 27 54 55
E-mail lars.gronberg@precisebiometrics.com
Niklas Andersson, CFO, Precise Biometrics AB.
Telephone + 46 (0) 730 35 67 02
E-mail niklas.andersson@precisebiometrics.com

Ann-Sofi Höijenstam, Corporate Communications Manager, Precise
Biometrics AB
Telephone + 46 (0) 734 35 11 47
E-post ann-sofi.hoijenstam@precisebiometrics.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 proprietary Precise Match-on-Card™ technology, the company is a market leader within smart ID cards. Through its subsidiary Fyrplus Teknik, Precise Biometrics can deliver complete biometrics solutions on the Scandinavian market based, for example on fingerprint, iris and facial recognition. The product line includes systems for access control to buildings, computers and networks and for integration into ID cards and passports. The group headquarters are in Lund, Sweden. It also has subsidiaries in London and Washington, DC. The subsidiary Fyrplus Teknik is based in Karlstad and has regional offices in Linköping and the subsidiary Loqware is based in Gothenburg. Precise Biometrics is listed on the O-list of the Stockholm Stock Exchange (symbol: PREC A). For more information, please visit http://www.precisebiometrics.com/

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