Resolutions at Precise Biometrics´ annual general meeting 2016
At the Annual General Meeting (the “AGM”) of Precise Biometrics, which was held today on Tuesday May 17, Torbjörn Clementz, Torgny Hellström, Matts Lilja and Mats Lindoff were re-elected Board members and Synnöve Trygg and Anna Almlöf were elected new 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 Torbjörn Clementz, Torgny Hellström, Matts Lilja and Mats Lindoff and to elect Synnöve Trygg and Anna Almlöf as new 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 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.
DIVIDENDS
It was resolved that no dividends should be paid for the financial year of 2015.
PRINCIPLES FOR APPOINTING THE MEMBERS OF THE NOMINATION COMMITTEE
In accordance with the proposal from the Nomination Committee, it was resolved to adopt amended principles for appointment of members of the Nomination Committee, which are consistent with the principles adopted at the AGM 2015, with the difference that the principles shall apply until further notice.
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 34,530,609 shares and/or convertibles to be converted into a maximum of 34,530,609 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 effect company acquisitions, other strategic investments or to obtain capital contributions from new owners that are considered strategically important from an operational, financial, structural or other perspective.
FOR MORE INFORMATION, PLEASE CONTACT
Håkan Persson, CEO, Precise Biometrics AB
Tel. 46 46 31 11 05 or 46 734 35 11 05
E-mail hakan.persson@precisebiometrics.com
ABOUT PRECISE BIOMETRICS
Precise Biometrics is a market-leading provider of solutions that prove people's identities through smart cards and fingerprint recognition. The company´s products can be used for 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 products are licensed to close to 160 million users. For more information, please visit www.precisebiometrics.com
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