At the Annual General Meeting of Precise Biometrics AB on April 27, 2005, the following was resolved.
Election of members of the board The following persons were elected for the board: Lars Grönberg, Christer Fåhraeus, Göran Jansson, Helen Fasth-Gillstedt (all re-elected), Jan T. Jørgensen, Marc Chatel and Christer Bergman (all newly elected). Lars Grönberg was elected chairman of the board. As has been earlier communicated Jan T. Jørgensen is CEO is CEO for Kitron ASA and has been group chief executive for Kongsberg Gruppen ASA as well as CEO for Kvaerner ASA. Jørgensen has board assignments for Scanrope AS (Chairman), EFD ASA and Goodtech ASA besides Kitron ASA. Marc Chatel is CEO for Finakey S.A. and has been CEO and manager for Europe for Corporate Software and COO for Logitech S.A. Chatel has a board assignment for Apoxis S.A. Christer Bergman has since the year 2001 been President and CEO for Precise Biometrics AB. Fees to the members of the Board of Directors The Meeting resolved on fees to the Board members amounting to SEK 735,000 in total, to be distributed among the Board members according to the following: the Chairman shall receive SEK 210,000 and each of the other Board members who are not employed by the company shall receive SEK 105,000, which entails an increase of 5 % for each board member. Resolution on an incentive programme for management by issue of debentures with subscription rights for new shares The Meeting resolved, in accordance with the draft resolution of the Board, on an incentive programme for the management by way of issue of debentures with a maximum of 2,000,000 detachable option rights for subscription for new shares. Each option right entitles the holder to subscribe for one new class A share in the company during the period June 1 up to and including November 1, 2007. The share subscription price shall be the equivalent of 175% of the average share price during the period May 2-13, 2005. The debentures shall be subscribed for by two of Precise Biometrics AB wholly-owned subsidiaries, which shall in their turn transfer option rights on market terms and conditions to management and key personnel within the group in Sweden and the USA. On full subscription and full exercise of the option rights the share capital may be increased by a maximum of SEK 800,000, which is equivalent to approximately 3.3% of the present share capital and votes. Authorization for the Board of Directors to resolve upon a new share issue with deviation from the existing shareholders' pre-emption rights The Meeting resolved , in accordance with the draft resolution of the Board, on authorizing the Board to resolve upon an increase of the share capital with a maximum of SEK 4.8 million by issue of a maximum of 12 million new class A shares. The purpose of the authorization and the reason for the deviation from the shareholders' pre-emption rights is to enable the company to accomplish acquisitions of companies against payment in own shares and to receive capital contributions primarily from new industrial or international owners. The issue may be made with deviation from the shareholders' pre-emption rights against cash payment and/or with a provision of contribution or set-off. Full exercise of the authorization is equivalent to a dilution of approximately 20% of the present share capital and votes. The Board of Directors shall be entitled to decide all other terms and conditions of the new share issue, including the issue price for the new shares, which, however, shall be determined on the basis of a valuation on market terms and conditions, with due consideration to customary issue discount. Dividend The Meeting resolved that no dividend be declared for the financial year of 2004. For further information, please contact Christer Bergman, President & CEO, Precise Biometrics AB. Telephone +1(0) 703 405 8255, or +46 (0) 730 35 67 26 E-mail christer.bergman@precisebiometrics.com Precise Biometrics AB (publ.) is an innovative security company that supplies world-leading systems for fingerprint and smart card-based authentication. The company's solutions replace keys, PIN codes and passwords and enhance the integrity of ID cards and passports. With its proprietary Precise Match-on-Card(TM) technology, the company is a market leader within smart ID cards. Through its subsidiary Fyrplus Teknik, Precise Biometrics can deliver complete biometrics solutions on the Scandinavian market based, for example on fingerprint, iris and facial recognition. The product line includes systems for access control to buildings, computers and networks and for integration into ID cards and passports. The group headquarters are in Lund, Sweden. It also has offices in Stockholm and a U.S. subsidiary in Washington, DC. The subsidiary Fyrplus Teknik is based in Karlstad and has regional offices in Linköping. Precise Biometrics is listed on the O-list of the Stockholm Stock Exchange (symbol: PREC A). For more information, please visit http://www.precisebiometrics.com/