Resolutions at Precise Biometrics’ annual general meeting 2017
At the Annual General Meeting (the “AGM”) of Precise Biometrics, which was held today on Tuesday May 16, Anna Almlöf, Torbjörn Clementz, Torgny Hellström, Matts Lilja, Mats Lindoff and Synnöve Trygg were re-elected Board members. The AGM also resolved on the implementation of an incentive program for the company’s employees.
ELECTION OF BOARD MEMBERS, CHAIRMAN OF THE BOARD AND AUDITOR
In accordance with the Nomination Committee´s proposal, the AGM resolved to re-elect Anna Almlöf, Torbjörn Clementz, Torgny Hellström, Matts Lilja, Mats Lindoff and Synnöve Trygg as Board members. Torgny Hellström was re-elected as Chairman of the Board.
The accounting firm EY was re-elected as auditor of the company for a mandate period of one year, with the authorized public accountant Johan Thuresson as auditor in charge.
In accordance with the Nomination Committee’s proposal, the AGM resolved on fees entailing that the Chairman of the Board shall receive SEK 545,000, that each of the other five members of the Board shall receive SEK 190,000 and that remuneration for committee work shall amount to SEK 35,000 for members of the Audit Committee, SEK 70,000 for the Chairman of the Audit Committee and SEK 25,000 for members and Chairman of the Remuneration Committee.
It was resolved that no dividends should be paid for the financial year of 2016.
GUIDELINES FOR REMUNERATION TO SENIOR MANAGEMENT
In accordance with the proposal of the Board, the AGM resolved to adopt guidelines for remuneration to senior management principally entailing that remuneration and terms of employment shall be competitive and in accordance with market conditions. In addition to fixed salary, management may also receive variable salary, which shall be based on the group’s result and individual goals. The variable part of the salary may amount to a maximum of 75% of the fixed salary for the managing director and 50% of the fixed salary for the other members of senior management. Remuneration may also be paid by way of warrants and other share-related incentive programs.
AUTHORIZATION FOR THE BOARD TO RESOLVE UPON NEW ISSUES OF SHARES AND/OR CONVERTIBLES
In accordance with the proposal of the Board, the AGM resolved to authorize the Board to decide on new issues of shares and/or convertibles. Such issue may entail a deviation from the shareholders' preferential right for payment in cash, in kind and/or through set-off. The issue may result in an aggregate increase in the share capital corresponding to the issue of a maximum of 36,023,146 shares and/or convertibles to be converted into a maximum of 36,023,146 shares. Full exercise of the authorization, and where applicable full conversion, is equivalent to a dilution of approximately 10% of the current share capital and votes. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential right is to enable the company, by way of issues of new shares/convertible bonds for payment in cash, in kind or through set-off, to strengthen the company’s capital base in connection with company acquisitions or strategic capital or other investments, and to obtain capital contributions from new owners that are considered strategically important from an operational, financial, structural or other perspective.
RESOLUTION REGARDING INCENTIVE PROGRAM FOR THE COMPANY’S EMPLOYEES
In accordance with the proposal of the Board, the AGM resolved to adopt a three year incentive program for the company’s employees by way of issue of a maximum of 5 million subscription warrants, entitling to subscription for the equivalent number of shares during the period from and including 1 June 2020 up to and including 30 June 2020. The subscription price per share shall correspond to 200% of the volume weighted mean value according to Nasdaq Stockholm’s official price list for share in the company during the period from 17 May 2017 up to and including 31 May 2017. The subscription warrants shall be directed to a wholly-owned subsidiary of the company, which in turn shall transfer the subscription warrants to the company’s employees at market value in accordance with specified allotment conditions. Assuming that all 5 million subscription warrants are exercised to subscribe for new shares, the company’s share capital will increase with a maximum of SEK 150,000, which would result in a dilution of approximately 1.4% in relation to the company’s current share capital.
FOR FURTHER INFORMATION, PLEASE CONTACT
Håkan Persson, CEO, Precise Biometrics AB
Phone: +46 46 31 11 05 or +46 734 35 11 05
ABOUT PRECISE BIOMETRICS
Precise Biometrics is a market leading supplier of solutions for convenient and secure authentication of people’s identity. We develop and sell fingerprint software and mobile smart card readers that provide the market’s best user experience and security. Our solutions are used hundreds of millions of times every day by people all over the world and are marketed together with strong business partners. For more information, please visit; www.precisebiometrics.com. Follow us on LinkedIn and Twitter.