SOURCE: Precise Biometrics AB

April 22, 2008 12:35 ET

RESOLUTIONS AT THE PRECISE BIOMETRICS ANNUAL GENERAL MEETING 2008

LUND, SWEDEN--(Marketwire - April 22, 2008) - At the Annual General Meeting of Precise Biometrics, which was held today on Tuesday April 22, it was inter alia resolved to adopt an incentive program for management and key employees in the group in Sweden and to adopt guidelines for remuneration to management. In addition, the Annual General 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 and/or convertibles, with deviation from the shareholders' preferential rights, through which the company intends to enable company acquisitions against payment in own shares and/or convertibles.

Election of board members, chairman of the board and auditor

Marc Chatel, Jan T. Jørgensen, Eva Maria Matell, Lisa Thorsted and Lena Widin Klasén were re-elected as members of the board, whilst Christer Fåhraeus and Lars Grönberg had declined re-election. Lisa Thorsted was elected new chairman of the board. Öhrlings PricewaterhouseCoopers AB was re-elected as the company's auditor, with authorised accountant Eva Carlsvi as auditor in charge. The Annual General Meeting also resolved that remuneration to the board shall be given, as before, so that the chairman of the board receives SEK 210,000, the other four board members that are not employed in the company receive SEK 105,000 each and that the auditor's fees shall be paid as per invoice.

Dividends

It was resolved that no dividends would be issued for the financial year of 2007.

Guidelines for remuneration to management

In accordance with the proposal of the board, the Annual General 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 for the Managing Director and 30 % of the fixed annual salary for other management employees. The variable remuneration regarding employees in the US shall amount to a maximum of 50 % of the fixed annual salary. 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 for the Managing Director and 3-6 months for other management employees. Redundancy payment to the Managing Director 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. The retirement age for all members of management shall be 65 years and 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 and/or convertibles

In accordance with the proposal of the board, the Annual General Meeting resolved to authorize the board to decide upon an increase of the company's share capital through new issue of a maximum of 10 million shares and/or convertibles. Such issue may entail a deviation from the shareholders' preferential rights and also entail that payment of the new shares and/or convertible bonds may be made in cash, by consideration in kind or by right of set-off. Full exercise of the authorization, at full conversion, entails an increase of the company's share capital by SEK 4 million, which corresponds to a dilution of just below 9.9 % of the present share capital and votes. The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to enable the company to effect payment of company acquisitions by the company's own shares and/or convertibles and to obtain capital contributions from new owners that are strategically important.

Incentive program for management and key employees

In accordance with the proposal of the board, the Annual General Meeting resolved to adopt an incentive program for management and key employees by way of issue of a maximum of 2.5 million warrants, entitling to subscription for the equivalent number of shares during the period from 1 January - 31 May 2011. The subscription price at subscription for shares shall be equivalent to 180 % of the average share price during the period 1 - 14 May 2008. The warrants shall be directed to a wholly-owned subsidiary which shall, in turn, transfer the warrants to management and key employees of the group in Sweden in accordance with specific conditions for allotment. The reason for the deviation from the shareholders' preferential rights is that the Board of Directors is of the opinion that an incentive program which offers the new management team the opportunity to take part in an increase in the value of the company will enhance the commitment and motivation of the employees to work for a favourable financial development of the company. An incentive program is further expected to improve the possibilities to recruit and retain competent employees. Full subscription and full exercise of the warrants would entail an increase of the share capital by maximum SEK 1 million, which is equivalent to a dilution of approximately 2.5 % of the company's present share capital and votes.

Precise Biometrics AB is an innovative company offering solutions for fingerprint recognition to prove people's identities. With top-of-the-line expertise in fingerprint verification, Precise Biometrics offers fast, accurate and secure authentication of a person. Our core product Precise BioMatch™ integrates into ID and bank card programs and secure chips, as well as systems for access control to buildings, computers and networks. We act on a global market and our technology is licensed to more than 78 million users all over the world. The Precise Biometrics group has subsidiaries in Sweden (with group headquarters in Lund), Great Britain, Hong Kong and USA, and a joint venture agreement in China. 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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Contact Information

  • For further information, please contact

    Lisa Thorsted
    Chairman of the Board
    Precise Biometrics
    Telephone +45 32 32 33 19

    Thomas Marschall
    President & CEO
    Precise Biometrics AB.
    Telephone +46 46 31 11 10
    +46 734 35 11 10
    E-mail thomas.marschall@precisebiometrics.com