SOURCE: Precise Biometrics AB

April 22, 2009 12:45 ET

RESOLUTIONS AT THE PRECISE BIOMETRICS ANNUAL GENERAL MEETING 2009

LUND, SWEDEN--(Marketwire - April 22, 2009) -


At the Annual General Meeting of Precise Biometrics, which was held today on Wednesday April 22, it was inter alia resolved to adopt guidelines for remuneration to management and to adopt a minor change in the articles of association. 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, Eva Maria Matell, Lisa Thorsted and Lena Widin Klasén were re-elected as members of the board, whilst Jan T. Jørgensen has declined re-election. Lisa Thorsted was elected chairman of the board and Torbjörn Clementz was elected as new member of the board. 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 2008.

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.

Change in the articles of association

In accordance with the proposal of the board, the Annual General Meeting resolved to change the way to publish the notice to attend to the Annual General Meeting in §9 in the articles of association, meaning that such notice shall be convened through announcements posted in the Post- och Inrikes Tidningar newspaper and the company website. An ad will be placed in the Svenska Dagbladet newspaper to indicate that a summons was issued. The decision on the changes in the articles of association indicated above shall be conditional on a change to the Swedish Companies Act (SFS 2005:551) regarding summons to stockholders meetings being put into effect, as the new wording of 9 § proposed above is intended to ensure compliance with the change to the Swedish Companies Act.

Precise Biometrics is a market-leading provider of products and solutions for fingerprint recognition. The technology proves people's identities in a fast and secure way, while it reduces costs related to password management, identity theft and fraud.

Precise Biometrics serves business and government organizations throughout the world and its technology is licensed to more than 80 million users. Precise Biometrics is listed on the NASDAQ OMX Stockholm small cap list (PREC). For more information, please visit www.precisebiometrics.com or view the Company presentation.

This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.

Copyright © Hugin AS 2009. All rights reserved.

Attachments: Complete Press Release: http://hugin.info/131387/R/1307443/300959.pdf

Contact Information

  • For further information
    Lisa Thorsted
    Chairman of the Board
    Precise Biometrics AB
    Telephone +45 32 32 33 19

    Thomas Marschall
    President and CEO
    Precise Biometrics AB
    Tel. +46 (0)46 31 11 10 or +46 (0)734 35 11 10
    E-mail Email Contact