Resolutions at Precise Biometrics’ annual general meeting 2018
At the Annual General Meeting (the “AGM”) of Precise Biometrics, which was held today on Wednesday May 16, Anna Almlöf, Torbjörn Clementz, Torgny Hellström, Matts Lilja, Mats Lindoff and Synnöve Trygg were re-elected Board members.
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 2017.
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 company’s result and possibly 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 FUTURE CEO
The Board’s proposal regarding an incentive program for the company’s future CEO was not supported by the necessary majority at the AGM and will therefore not be implemented.
FOR FURTHER INFORMATION, PLEASE CONTACT
Torgny Hellström, Chairman of the Board, Precise Biometrics AB
Phone: +46 733 45 13 00
Göran Thuresson, CFO and acting CEO, Precise Biometrics AB
Phone: +46 725 10 84 34
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 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 https://precisebiometrics.com. Follow us on LinkedIn and Twitter.