RESOLUTIONS AT THE PRECISE BIOMETRICS’ ANNUAL GENERAL MEETING 2013
At the Annual General Meeting of Precise Biometrics, which was held today on Tuesday April 23, it was resolved to approve the board’s proposal to increase the company’s share capital by way of a new share issue with preferential right for the company’s shareholders.
The Annual General Meeting further resolved to approve the board’s proposal for a reduction of the share capital, to authorize the board to increase the company's share capital by way of new issue of shares and/or convertibles and to adopt guidelines for remuneration to management.
NEW SHARE ISSUE WITH PREFERENTIAL RIGHT FOR THE COMPANY´S SHAREHOLDERS.
The Annual General Meeting resolved on a new share issue with preferential right for the company’s shareholders on the following, principal terms:
The Board (or anyone appointed within the Board) is authorised to, on April 29, 2013 at the latest, resolve on the maximum increase of the company’s share capital, the maximum number of shares to be issued, the number of subscription rights that will that each existing share will entitle to, the number of subscriptions rights required to subscribe for new shares and the subscription price to be paid for each share. Record day for determination of shareholders entitled to participate in the preferential rights issue shall be May 7, 2013. Subscription for the new shares shall be made during the subscription period from and including May 10, 2013 up to and including May 24, 2013, or such later date as decided by the Board.
The company’s shareholders will have preferential right to subscribe for the new shares in relation to the number of shares owned on the record day. In the event that all shares are not subscribed for on basis of subscription rights, allocation of shares shall be made within the scope of the maximum amount of the share issue, at which the Board shall allocate the shares firstly to those who have subscribed for shares on basis of subscription rights, pro rata in relation to their subscription on the basis of subscription rights, secondly to those who have declared their interest to subscribe for shares without subscription rights, pro rata in relation to their declared interest and last to guarantors in proportion to their guarantee undertakings.
Subscription on basis of subscription rights shall be made by simultaneous cash payment. Subscription without subscription rights shall be made on a separate subscription list and be paid in cash within three (3) banking days from when the Board’s resolution on allocation has been sent to the subscriber, or such later date as decided by the Board. The new shares will entitle to dividend on the first record day for dividend that takes place after the new share.
ELECTION OF BOARD MEMBERS, CHAIRMAN OF THE BOARD AND AUDITOR
Torbjörn Clementz, Eva Maria Matell and Lisa Thorsted were re-elected as members of the board and Anders Harrysson, Matts Lilja and Torgny Hellström were elected as new members of the board. Erwin Leichtle and Lena Widin Klasén had declined re-election. Lisa Thorsted was re-elected chairman of the board. Öhrlings PricewaterhouseCoopers AB was re-elected as the company’s auditor, with authorized 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 and the other five board members receive SEK 105,000 each. An additional remuneration for committee work of SEK 25,000 per member and committee shall be paid when a selection of Board members is made. The auditor's fees shall be paid as per invoice.
It was resolved that no dividends would be issued for the financial year of 2012.
REDUCTION OF SHARE CAPITAL AND THE STATUTORY RESERVE
In accordance with the proposal of the board, the Annual General Meeting resolved that the company’s share capital shall be reduced by SEK 31,742,780.16 to cover loss. The reduction shall be effected without retirement of shares and without repayment to the shareholders.
After the reduction, the company’s share capital will amount to SEK 74,066,487.04, allocated between a total number of 264,523,168 shares. The reduction entails a reduction of the quota value of the shares with SEK 0,10 from SEK 0,40 to SEK 0,30.
In addition, the Annual General Meeting resolved on a reduction of the statutory reserve by SEK 94,026 in order to cover the remaining part of the total accumulated loss of SEK 31,836,806.
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 on issue of shares and/or convertible bonds. 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. The issue may result in an aggregate increase in the share capital corresponding to the issue of a maximum of 26,452,316 shares and/or convertible bonds to be converted into a maximum of 26,452,316 shares. Full exercise of the authorization, and where applicable full conversion, is equivalent to a dilution of approximately 10 % of the present 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 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 considered strategically important in an operational, financial, structural or other perspective.
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. 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 50% of the fixed salary for the managing director and the other members of management. 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.
Precise Biometrics AB (publ) may be required to disclose the information provided herein pursuant to the Securities Markets Act. The information was submitted for publication at 17.30 on April 23, 2013.
FOR FURTHER INFORMATION, PLEASE CONTACT
Lisa Thorsted, Chairman of the Board, Precise Biometrics AB
Telephone; +45 42 42 46 56
Thomas Marschall, President and CEO, Precise Biometrics AB
Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; email@example.com
Precise Biometrics is a market-leading provider of 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.
The technology adds value to ID, enterprise and bank cards as well as access to mobile solutions, computers and networks. Precise Biometrics serves business and government organizations throughout the world and its technology is licensed to close to 160 million users.
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