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Precise Biometrics AGM Information 2013

Mar 22, 2013

3189_rns_2013-03-22_aebff632-eac6-4b2d-8fa3-74e766ef7293.pdf

AGM Information

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ANNUAL GENERAL MEETING IN PRECISE BIOMETRICS AB (publ)

Welcome to attend the Annual General Meeting to be held at 4 p.m. on Tuesday April 23, 2013, at Precise Biometrics principal office, Scheelevägen 30 in Lund, Sweden. Registration for the Meeting will start at 3 p.m.

A. PARTICIPATION

Shareholders who wish to attend the Annual General Meeting must:

  • i) be recorded in the share register maintained by Euroclear Sweden AB, as of Wednesday April 17, 2013; and
  • ii) notify the company of their intent to attend the Annual General Meeting at the address Precise Biometrics AB (publ), Box 798, SE-220 07 LUND, Sweden, by telephone +46 46 31 11 13, by telefax +46 46 31 11 01 or by e-mail: [email protected], no later than Wednesday April 17, 2013, preferably before 4 p.m. When giving notice of attendance, the shareholder shall state name, personal identity or corporate registration number, address and telephone number. A proxy form is available on the company website www.precisebiometrics.com and will be sent by mail to shareholders informing the company of their address. Proxy and representative of a legal entity shall submit papers of authorisation prior to the Meeting.

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.

In order to be able to vote at the Meeting, shareholders with nominee-registered shares must have the shares temporarily owner-registered with Euroclear Sweden. Such registration must be made as of Wednesday April 17, 2013 at the latest and should be requested well ahead of time.

B. AGENDA

Proposal for agenda

    1. Opening of the Meeting.
    1. Election of Chairman of the Meeting.
    1. Preparation and approval of the voting list.
    1. Approval of the agenda.
    1. Election of one or two persons to approve the minutes.
    1. Determination whether the Meeting has been duly convened.
    1. The managing director's report.
    1. Presentation of
  • (a) the Annual Report and the Auditor's Report and the Consolidated Financial Statements and the Group Auditor's Report;
  • (b) the statement by the Auditor on the compliance with the guidelines for remuneration to senior management applicable since the last Annual General Meeting; and
  • (c) the Board's proposals under items 10, 17 and 18.
    1. Resolutions regarding

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.

  • (b) the appropriation of the company's loss according to the adopted Balance Sheet; and
  • (c) the discharge from liability of the Board members and the managing director.
    1. Resolution on reduction of the share capital and the statutory reserve for the purpose of covering the accumulated loss.
    1. Determination of the number of members of the Board.
    1. Election of members and Chairman of the Board.
    1. Election of Auditor.
    1. Resolution regarding fees to the members of the Board and the Auditor.
    1. Resolution regarding principles for appointing the members of the Nomination Committee.
    1. Determination of guidelines for remuneration to senior management.
    1. Resolution regarding authorisation of the Board to resolve on new issue of shares and/or convertible bonds with deviation from the shareholders' preferential right.
    1. Resolution on a new share issue with preferential right for the company's shareholders.
    1. Closing of the Meeting.

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.

Proposed resolutions

Proposal for election of Chairman of the Meeting (item 2)

According to the principles for appointing the members of the Nomination Committee that were decided upon at the Annual General Meeting in 2010, the Chairman of the Board shall every year in the third quarter convene a Nomination Committee consisting of the Chairman of the Board and one representative from each of the three major shareholders in the company as per August 31 each year. If any of these shareholders would refrain from its right to appoint a representative, or if a member would leave the Nomination Committee before the work is completed, such right shall be transferred to the shareholder which, after these shareholders, has the largest shareholding. The Nomination Committee before the Annual General Meeting 2013, consisting of Annika Andersson (Swedbank Robur), Torgils Bonde Knutsson (Gimmersta AB), Uno Johnsson (HJ Byggkonsulter AB) and the Chairman of the Board Lisa Thorsted

(convenor), has proposed Lisa Thorsted as Chairman of the Meeting.

Proposal for appropriation of loss (item 9b)

The Board proposes an appropriation of the company's accumulated loss, which amounts to SEK 49,621,754, through a reduction of the share premium fund by SEK 17,784,948. The remaining part of the accumulated loss of SEK 31,836,806 is suggested to be carried forward. The Board proposes that no dividend is declared for the financial year.

Proposal for reduction of the share capital and the statutory reserve (item 10)

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.

For the purpose of covering the company's accumulated loss in the accounts, while at the same time better adapt the size of the share capital to the company's business, the Board proposes that the Annual General Meeting resolves on reductions of the share capital and the statutory reserve in accordance with the following:

The company's share capital, which currently amounts to SEK 105,809,267.20, shall be reduced by SEK 31,742,780.16 to cover loss. The reduction shall be effected without retirement of shares and without repayment to the shareholders.

After the reduction, the company's share capital will amount to SEK 74,066,487.04, allocated between a total number of 264,523,168 shares. The reduction entails a reduction of the quota value of the shares with SEK 0,10 from SEK 0,40 to SEK 0,30. In addition, the Board proposes that the Annual General Meeting resolves on a reduction of the statutory reserve by SEK 94,026 in order to cover the remaining part of the total

accumulated loss of SEK 31,836,806.

The resolution of the Annual General Meeting on reduction of the share capital is subject to support by shareholders representing at least two thirds of both the votes cast and the shares represented at the Meeting.

Proposal regarding number of members of the Board, election of members and Chairman of the Board and of Auditor, and determination of fees (items 11-14)

The Nomination Committee has informed the company that it proposes that the number of Board members shall be four, with no deputy members. Further, the Nomination Committee proposes re-election of Board members Torbjörn Clementz, Eva Maria Matell and Lisa Thorsted for the period up to and including the Annual General Meeting 2014.

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.

Lisa Thorsted is to be appointed Chairman of the Board. Lena Widin Klasén and Erwin Leichtle has declined re-election.

At the time of this notice the Nomination Committee has not yet informed the company about its proposal for new Board member. The Nomination Committee´s proposal for new Board member will be published through a separate press release as soon as it has been received by the company.

Further, the Nomination Committee proposes that the fees to the Board of Directors up to and including the Annual General Meeting 2014 shall amount to a total of SEK 630,000, to be distributed among the members of the Board as follows: the Chairman of the Board shall, as before, receive SEK 210,000 and each of the other members who are not employed with the company shall, as before, receive SEK 105,000. Remuneration for committee work shall amount to SEK 25,000 per member and committee and shall be paid when a selection of Board members is made.

Last, the Nomination Committee proposes that the accounting firm Öhrlings PricewaterhouseCoopers AB shall be re-elected Auditor of the company for a mandate period of one year and that the Auditor's fees are to be paid as per approved invoice. The authorised public accountant Eva Carlsvi is auditor in charge.

Proposal for resolution regarding of principles for appointing the members of the Nomination Committee (item 15)

The Nomination Committee proposes changing the previously decided principles for appointing members of the Nomination Committee in accordance with the following.

The Chairman of the Board shall every year in the third quarter convene a Nomination Committee which, in addition to the Chairman, shall consist of representatives from three

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.

of the company's larger shareholders in accordance with Euroclear Sweden AB's list of registered shareholders as of August 31 every year. If any on these shareholders should wish to abstain from the right to appoint a representative, the right shall be transferred to the shareholder who after this shareholder has the largest holding.

Details on the names of the members of the Nomination Committee and the names of the shareholders they represent shall be announced on the company's website at the latest six (6) months before the Annual General Meeting. The commission for the Nomination Committee shall proceed until a new committee is appointed.

A member shall retire from the Nomination Committee if the shareholder who appointed this member is no longer one of the three larger accepting shareholders, after which new shareholders shall in turn and in relation to the size of their holdings be offered the opportunity to appoint a member. However, unless there are any special reasons no changes shall be made in the composition of the Nomination Committee if only minor changes in the number of votes take place, or such changes take place later than two months prior to the Annual General Meeting. A member shall be automatically retired, however, if the shareholder who appointed him has sold their entire holding. The duties of the Nomination Committee shall be, prior to the Annual General Meeting, to prepare a proposal for the election of a Chairman at the Annual General Meeting, the election of the Chairman and other members of the Board, principles for appointing the members of the Nomination Committee and, where appropriate, the election of Auditors and determination of fees ,and other related issues.

Press Release

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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 Nomination Committee shall have the right to charge the company with costs for recruitment consultants that may be required for the Nomination Committee to fulfil its commission. The members of the Nomination Committee are not entitled to any remuneration.

Proposal for guidelines for remuneration to senior management (item 16)

The proposal of the Board principally entails that the Annual General Meeting shall determine guidelines for remuneration to senior management implying that levels of remuneration and other employment terms for group management shall be in accordance with the market. A fixed salary will be paid for sound work. In addition to this, members of the group management may also obtain a variable salary, which shall be based on the group result and on individual goals. The variable part of the salary may amount to a maximum of 50% of the fixed salary for the managing director and the other members of the group management. Remuneration can also be paid by way of stock options or other share-based incentive programs.

At termination of employment, the mutual notice period shall amount to six (6) months for the managing director, and three to six (3-6) months for the other members of management. The managing director may be entitled to redundancy payment amounting to a maximum of 12 monthly salaries if the employment is terminated by Precise Biometrics. Other members of group management shall not be entitled to redundancy payment. The retirement age for all members group of management shall be 65 years. The pension premium shall be calculated in accordance with predetermined steps based on age and salary and shall amount to a maximum of 25% of the fixed salary.

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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 proposal entails a level of remuneration which principally corresponds to that of the previous year.

Proposal for authorisation of the Board of Directors to resolve on new issue of shares and/or convertible bonds (item 17)

The Board of Directors proposes the Annual General Meeting to authorise the Board to resolve, on one or several occasions before the next Annual General Meeting, on an issue of shares and/or convertible bonds. Such issue may entail a deviation from the shareholders' preferential right to subscribe for new shares and/or convertible bonds and also entail that payment of the new shares and/or convertible bonds may be made in cash or 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 26,452,316 shares and/or convertible bonds to be converted into a maximum of 26,452,316 shares. Full exercise of the authorisation, and where applicable full conversion, is equivalent to a dilution of approximately 10% of the current share capital and votes. The Board shall be entitled to establish remaining conditions of the issue, including the issue price, which however shall be established based on prevailing conditions on the market. The purpose of the authorisation 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 convertible bonds and to obtain capital contributions from new owners that are considered strategically important in an operational, financial, structural or other perspective.

Press Release

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.

Proposal for resolution on new share issue with preferential right for the company's shareholders (item 18)

The Board of Directors proposes that the Annual General Meeting decides on a new share issue with preferential right for the company's shareholders on the following, principal terms.

The Board (or anyone appointed within the Board) is authorised to, on April 29, 2013 at the latest, resolve on the maximum increase of the company's share capital, the maximum number of shares to be issued, the number of subscription rights that will that each existing share will entitle to, the number of subscriptions rights required to subscribe for new shares and the subscription price to be paid for each share. Record day for determination of shareholders entitled to participate in the preferential rights issue shall be May 7, 2013. Subscription for the new shares shall be made during the subscription period from and including May 10, 2013 up to and including May 24, 2013, or such later date as decided by the Board.

The company's shareholders will have preferential right to subscribe for the new shares in relation to the number of shares owned on the record day. In the event that all shares are not subscribed for on basis of subscription rights, allocation of shares shall be made within the scope of the maximum amount of the share issue, at which the Board shall allocate the shares firstly to those who have subscribed for shares on basis of subscription rights, pro rata in relation to their subscription on the basis of subscription rights, secondly to those who have declared their interest to subscribe for shares without subscription rights, pro rata in relation to their declared interest and last to guarantors in proportion to their guarantee undertakings.

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.

Subscription on basis of subscription rights shall be made by simultaneous cash payment. Subscription without subscription rights shall be made on a separate subscription list and be paid in cash within three (3) banking days from when the Board's resolution on allocation has been sent to the subscriber, or such later date as decided by the Board. The new shares will entitle to dividend on the first record day for dividend that takes place after the new share issue has been registered by the Swedish Companies Registration Office (Sw: Bolagsverket).

C. AVAILABLE DOCUMENTS

The Annual Report and the Auditor's Report, the statement by the Auditor on the compliance with the guidelines for remuneration to senior management applicable since the previous Annual General Meeting and the complete proposals of the Board of Directors according to items 10, 17 and 18 will be available to the shareholders at the company and on its website www.precisebiometrics.com as from April 2, 2013. The Nomination Committee´s motivated statement to its proposal for members of the Board will be announced on the company's website as soon as it has been received by the company. Copies of the documents will also be sent to shareholders who so request and state their address, and will be available at the Meeting.

D. NUMBER OF SHARES AND VOTES IN THE COMPANY

As per the date of this notice, the total number of shares and votes in the company amounts to 264,523,168. All shares are of the same class.

FOR FURTHER INFORMATION, PLEASE CONTACT Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.

C. INFORMATION AT THE ANNUAL GENERAL MEETING

The Board of Directors and the managing director shall, if any shareholder so requests, and if the Board considers that this can be done without significant harm for the company, give information on circumstances that can affect the judgement of an item on the agenda, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company's relationship with another group company.

Lund in March 2013 The Board of Directors PRECISE BIOMETRICS AB (publ)

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 14.30 on March 22, 2013.

FOR FURTHER INFORMATION, PLEASE CONTACT

Thomas Marschall, President and CEO, Precise Biometrics AB Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; [email protected]

Patrik Norberg, CFO, Precise Biometrics AB Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; [email protected]

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.