Notice of Extraordinary General Meeting for Precise Biometrics AB (publ)
Welcome to Precise Biometrics AB's Extraordinary General Meeting on Friday August 21, 2009 at 13.00 in Precise Biometrics' offices on Scheelevägen 30, Lund. Registering for the meeting starts at 12.00. A. PARTICIPATION The right to participate in the meeting is granted to shareholders who: - were entered in the share register kept by Euroclear Sweden AB (formerly VPC AB) on Saturday August 15, 2009 (the entry must have been made no later than Friday August 14, 2009 because of the intervening weekend), and - notified their intention to participate in the extraordinary meeting to the Company at the address Precise Biometrics AB (publ), Box 798, SE-220 07 LUND, by telephone +46 (0)46-31 11 14, fax +46 (0)46-31 11 01, or by e-mail: investor@precisebiometrics.com, no later than Monday August 17, 2009, preferably before 16.00. The application shall include name, social security or CIN number, address and telephone number. A form for a letter of attorney is available on the Company's website www.precisebiometrics.com and will be sent by post to shareholders who contact the Company and submit their address. Representatives shall submit documents to certify their authority prior to the meeting. Shareholders who have had their shares registered in the name of a nominee must temporarily register their shares in their own name at Euroclear Sweden to vote at the meeting. Such reregistering must be completed by Friday August 14, 2009 and should be requested in good time before this date. B. ISSUES AT THE MEETING Proposed agenda 1. Opening of the meeting. 2. Election of the chairman. 3. Preparation and approval of the list of voters. 4. Approval of the agenda. 5. Election of one or two persons to check and verify the minutes. 6. Determination of whether the meeting has been duly convened. 7. Approval of the decision by the board of directors to issue new shares with preferential rights to the Company's shareholders. 8. Closure of the meeting. Proposed decisions Approval of the decision by the board of directors to issue new shares with preferential rights to the Company's shareholders (item 7) The board of directors propose that the general meeting adopts the decision as of July 30, 2009 to increase the Company's share capital through the issue of shares to an amount to be decided by the board (or party appointed by the board) and otherwise to follow the main terms and conditions. The Company's shareholders shall be entitled to preferential rights to subscribe to the new shares. The record day to determine which shareholders are entitled to subscribe with preferential rights to the new shares shall be August 27, 2009. In the event subscriptions are not made for all the shares with the support of preferential rights, the board shall determine that the allocation of shares shall take place within the framework for the highest amount of the issue, whereby the board shall in the first instance allocate shares in relation to those shareholders who have subscribed with the support of subscription rights, and secondly to those who have notified their interest in subscribing to shares without subscription rights pro rata in relation to their notified interest. The board of directors (or party appointed by the board) will no later than August 20, 2009 decide by which amount the Company's share capital shall be increased, the number of subscription rights per new share, the number of shares that are to be issued, and which subscription price shall be paid for each new share. The subscription of new shares shall take place during the period from and including August 31 to and including September 14, 2009, or a later date to be decided by the board. C. AVAILABLE DOCUMENTS The full decision of the board of directors in accordance with item 7 on the agenda, and the documents in accordance with chapter 13, 6 § of the Companies Act will be available at the Company and on its webpage www.precisebiometrics.com as of August 7, 2009. Copies of the documents will also be sent to the shareholders who request this and specify their address, and will also be available at the general meeting. The total number of shares and votes in the Company amount to 101,220,600. Lund, July 2009 Board of Directors PRECISE BIOMETRICS AB (publ) For more information: Thomas Marschall, CEO, Precise Biometrics AB Tel: +46 46 31 11 10 or +46 734 35 11 10 E-mail thomas.marschall@precisebiometrics.com Patrik Norberg, CFO, Precise Biometrics AB Tel. +46 (0)46 31 11 47 or +46 (0) 734 35 11 47 E-mail patrik.norberg@precisebiometrics.com 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 close to 100 million users. Precise Biometrics is listed on NASDAQ OMX Stockholm small cap list (PREC). For more information, please visit www.precisebiometrics.com or view an information video at www.precisebiometrics.com/share-issue-video Important notice This press release may not be made public, published or distributed, either directly or indirectly in the United States, Canada, Japan, New Zealand, South Africa, Australia or any other country where such procedures are subject in full or in part to legal restrictions. Nor may the information in this press release may not be communicated, reproduced or presented in any way that is in conflict with such restrictions. Failure to follow this instruction may involve a breach of the United States Securities Act from 1933 ("Securities Act") or applicable laws in other jurisdictions. This press release does not contain or constitute an invitation or offer to acquire, subscribe to or otherwise trade with shares, subscription rights or other securities in Precise Biometrics. The invitation to the persons concerned to subscribe to shares in Precise Biometrics will only take place through the Prospectus that Precise Biometrics intends to publish around August 24, 2009, and this Prospectus will contain financial statements and other information on Precise Biometrics' board of directors and auditors.