RESOLUTIONS AT THE PRECISE BIOMETRICS ANNUAL GENERAL MEETING 2008



At the Annual General Meeting of Precise Biometrics, which was held
today on Tuesday April 22, it was inter alia resolved to adopt an
incentive program for management and key employees in the group in
Sweden and to adopt guidelines for remuneration to management. In
addition, the Annual General Meeting approved the proposal of the
board to authorize the board to increase the company's share capital
by way of new issue of shares and/or convertibles, with deviation
from the shareholders' preferential rights, through which the company
intends to enable company acquisitions against payment in own shares
and/or convertibles. 
 
Election of board members, chairman of the board and auditor
Marc Chatel, Jan T. Jørgensen, Eva Maria Matell, Lisa Thorsted and
Lena Widin Klasén were re-elected as members of the board, whilst
Christer Fåhraeus and Lars Grönberg had declined re-election. Lisa
Thorsted was elected new chairman 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 2007.
 
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 upon an increase of
the company's share capital through new issue of a maximum of 10
million shares and/or convertibles. 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. Full exercise
of the authorization, at full conversion, entails an increase of the
company's share capital by SEK 4 million, which corresponds to a
dilution of just below 9.9 % of the present share capital and votes.
The purpose of the authorization and the reason for the deviation
from the shareholders' preferential rights 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 strategically important.
 
Incentive program for management and key employees
In accordance with the proposal of the board, the Annual General
Meeting resolved to adopt an incentive program for management and key
employees by way of issue of a maximum of 2.5 million warrants,
entitling to subscription for the equivalent number of shares during
the period from 1 January - 31 May 2011. The subscription price at
subscription for shares shall be equivalent to 180 % of the average
share price during the period 1 - 14 May 2008. The warrants shall be
directed to a wholly-owned subsidiary which shall, in turn, transfer
the warrants to management and key employees of the group in Sweden
in accordance with specific conditions for allotment. The reason for
the deviation from the shareholders' preferential rights is that the
Board of Directors is of the opinion that an incentive program which
offers the new management team the opportunity to take part in an
increase in the value of the company will enhance the commitment and
motivation of the employees to work for a favourable financial
development of the company. An incentive program is further expected
to improve the possibilities to recruit and retain competent
employees. Full subscription and full exercise of the warrants would
entail an increase of the share capital by maximum SEK 1 million,
which is equivalent to a dilution of approximately 2.5 % of the
company's present share capital and votes.
 
                                                                     
For further information, please contact
 
Lisa Thorsted, Chairman of the Board, Precise Biometrics
Telephone +45 32 32 33 19
 
Thomas Marschall, President & CEO, Precise Biometrics AB.
Telephone +46 46 31 11 10, or +46 734 35 11 10
E-mail thomas.marschall@precisebiometrics.com
 
Precise Biometrics AB is an innovative company offering 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. Our core product Precise BioMatch(TM) integrates into ID and
bank card programs and secure chips, as well as systems for access
control to buildings, computers and networks. We act on a global
market and our technology is licensed to more than 78 million users
all over the world. The Precise Biometrics group has subsidiaries in
Sweden (with group headquarters in Lund), Great Britain, Hong Kong
and USA, and a joint venture agreement in China. Precise Biometrics
is listed on the small cap list at the Nordic Exchange in Sweden
(symbol:PREC). For more information, please visit
http://www.precisebiometrics.com/

Attachments

Press release PDF