Resolutions at the Precise Biometrics’ Annual General Meeting 2012
At the Annual General Meeting of Precise Biometrics, which was held today on Tuesday April 24, it was resolved 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.
ELECTION OF BOARD MEMBERS, CHAIRMAN OF THE BOARD AND AUDITOR
Torbjörn Clementz, Eva Maria Matell, Lisa Thorsted and Lena Widin Klasén were re-elected as members of the board, whilst Marc Chatel has declined re-election. Lisa Thorsted was elected chairman of the board and Erwin Leichtle was elected as new member of the board. Öhrlings PricewaterhouseCoopers AB was re-elected as the company’s auditor, with authorised 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, the other four board members that are not employed in the company receive SEK 105,000 each and that the auditor's fees shall be paid as per invoice.
DIVIDENDS
It was resolved that no dividends would be issued for the financial year of 2011.
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, and that the remuneration shall have a pre-determined cap. The variable remuneration shall amount to a maximum of 50 % of the fixed basic salary for the Managing Director and 30 % of the fixed annual salary for other management employees. The variable remuneration regarding employees in the US shall amount to a maximum of 50 % of the fixed annual salary. 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.
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 18,895,000 shares and/or convertible bonds to be converted into a maximum of 18,895,000 shares. Full exercise of the authorization, at 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.
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 18.00 on April 24, 2012.
Lisa Thorsted, Chairman of the Board, Precise Biometrics AB
Telephone 45 42 42 46 56
Thomas Marschall, President and CEO, Precise Biometrics AB
Tel. 46 (0)46 31 11 10 or 46 (0)734 35 11 10
E-mail thomas.marschall@precisebiometrics.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.
For more information, please visit www.precisebiometrics.com
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