LUND, Sweden, March 23 /PRNewswire-FirstCall/ -- The Annual General
Meeting will be held at 4 p.m. on Wednesday April 27, 2005, at the company's
premises at Scheelevagen 19 C, Lund, Sweden.
An agenda containing the matters that are proposed to be brought before
the Meeting is included in the official notice to attend the Meeting, which is
appended this press release and which will be published on March 29, 2005 in
the newspapers Post-och Inrikes Tidningar and Svenska Dagbladet.
As will be seen from the notice, inter alia the following proposals are
submitted regarding matters at the Meeting:
The company's Nomination Committee has proposed the Meeting the following
election of Board of Directors: re-election of the ordinary Board members Lars
Gronberg (Chairman), Christer Fahraeus, Goran Jansson and Helen
Fasth-Gillstedt and new election of Jan T. Jorgensen, Marc Chatel and Christer
Bergman. Henrik Holm has declined re-election.
Jan T. Jorgensen (Norwegian citizen), born in 1948, engineer, is CEO for
Kitron ASA and has been group chief executive for Kongsberg Gruppen ASA and
CEO for Kvaerner ASA. Jorgensen has board assignments for Scanrope AS
(Chairman), EFD ASA and Goodtech ASA besides Kitron ASA.
Marc Chatel (Swiss citizen), born in 1955, engineer, is CEO for Finakey
S.A. and has been CEO and manager for Europe for Corporate Software and COO
for Logitech S.A. Chatel has a board assignment for Apoxis S.A.
Christer Bergman, born in 1955, is President and CEO for Precise
Biometrics AB.
The Board proposes that the Meeting resolves on an incentive programme for
the management by way of issue of debentures with a maximum of 2,000,000
detachable option rights for subscription for new shares. Each option right
entitles the holder to subscribe for one new class A share in the company
during the period June 1 up to and including November 1, 2007. The share
subscription price shall be the equivalent of 175% of the average share price
during the period May 2-13, 2005. The debentures shall be subscribed for by
two of Precise Biometrics AB wholly-owned subsidiaries, which shall in their
turn transfer option rights on market terms and conditions to management and
key personnel within the group in Sweden and the USA. On full subscription and
full exercise of the option rights the share capital may be increased by a
maximum of SEK 800,000, which is equivalent to approximately 3.3% of the
present share capital and votes. The further terms and conditions are set
forth in the notice.
The Board proposes that the Meeting authorizes the Board to resolve upon
an increase of the share capital with a maximum of SEK 4.8 million by issue of
a maximum of 12 million new class A shares. The issue may be made with
deviation from the shareholders' pre-emption rights against cash payment
and/or with a provision of contribution or set-off. Full exercise of the
authorization is equivalent to a dilution of approximately 20% of the present
share capital and votes. The further terms and conditions are set forth in the
notice.
Annual General Meeting of Shareholders in Precise Biometrics AB
The shareholders in Precise Biometrics AB (publ) are hereby invited to
attend the Annual General Meeting to be held at 4 p.m. on Wednesday April 27,
2005, at the company's premises at Scheelevagen 19 C, Lund, Sweden.
A. Notice of attendance
Shareholders who wish to attend the Annual General Meeting must:
(i) be recorded in the printout of the share register maintained by the
Swedish Securities Register Centre ("VPC"), made as of Sunday April
17, 2005. However, due to the intervening weekend, the registration
must be made on Friday April 15, at the latest; and
(ii) notify the company of their intent to attend the Annual General
Meeting at the address: Precise Biometrics AB (publ), Scheelevagen
19 C, SE-223 70 LUND, Sweden, by telephone +46 46 31 11 47, by
telefax +46 46 31 11 01 or by e-mail: investor@precisebiometrics.com
by 4 p.m., Thursday April 21, 2005, at the latest. When giving
notice of attendance, the shareholder shall state name, personal
identity number (corporate registration number), address and
telephone number. Proxy and representative of a legal entity shall
submit papers of authorisation prior to the Annual
General Meeting.
In order to be able to vote at the Annual General Meeting, shareholders
with nominee-registered shares through the trust department of a bank or a
private broker must have the shares temporarily owner-registered with VPC.
Such registration must be made on Friday April 15, 2005, at the latest.
Consequently, the shareholders must notify their nominee in due time before
said date.
B. Agenda
Proposal for Agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two person(s) to approve the minutes.
6. Determination whether the Meeting has been duly convened.
7. The Managing Director's report.
8. Presentation of the Annual Report and the Auditor's Report and
the Consolidated Financial Statements and the Group Auditor's Report.
9. Resolutions regarding
(a) adoption of the Statement of Income and the Balance Sheet and the
Consolidated Statement of Income and the Consolidated Balance
Sheet, as per December 31, 2004;
(b) appropriation of the company's loss according to the adopted
Balance Sheet;
(c) discharge from liability of the Board of Directors and the
Managing Director.
10. Determination of the number of members and deputy members of the
Board of Directors.
11. Determination of fees to the members of the Board of Directors.
12. Election of members and Chairman of the Board of Directors.
13. Appointment of Nomination Committee.
14. Resolution regarding incentive programme for management by issue
of debentures with subscription rights for new shares.
15. Resolution regarding authorisation of the Board to resolve upon issue
of new shares with deviation from the shareholders' pre-emption
rights.
16. Closing of the Meeting.
Submitted proposals regarding matters on the agenda
Proposal for appropriation of loss (item 9b)
The Board of Directors proposes that the share premium reserve be reduced
by SEK 37,388,615 to cover the accumulated loss and that no dividend be
declared for the financial year.
Proposal for election of Members and Chairman of the Board of Directors
and fees (items 10-12)
In accordance with a resolution on the Annual General Meeting 2004, a
Nomination Committee has been established which consists of the Chairman of
the Board Lars Gronberg, Ragnhild Wiborg (Odin fonder), Stefan Johnson (Fjarde
AP-fonden), Tom Henderson (Eden Capital Ltd) and Leif Eriksrod (Storebrand
fonder). The Nomination Committee has submitted the proposals below regarding
items 10-12 on the agenda. Shareholders jointly representing approximately
27.3% of the number of votes of all shares in the company have informed the
company that they will vote in favour of the proposal by the Nomination
Committee.
The number of Board members shall be seven, without deputies. Re-election
of the ordinary Board members: Lars Gronberg (Chairman), Christer Fahraeus,
Goran Jansson and Helen Fasth-Gillstedt and new election of Jan T. Jorgensen,
Marc Chatel and Christer Bergman. Henrik Holm has declined re-election.
Jan T. Jorgensen (Norwegian citizen), born in 1948, engineer, is CEO for
Kitron ASA and has been group chief executive for Kongsberg Gruppen ASA and
CEO for Kvaerner ASA. Jorgensen has board assignments for Scanrope AS
(Chairman), EFD ASA and Goodtech ASA besides Kitron ASA.
Marc Chatel (Swiss citizen), born in 1955, engineer, is CEO for Finakey
S.A. and has been CEO and manager for Europe for Corporate Software and COO
for Logitech S.A. Chatel has a board assignment for Apoxis S.A.
Christer Bergman, born in 1955, is President and CEO for Precise
Biometrics AB.
Fees to the Board members shall amount to SEK 735,000 in total, to be
distributed among the Board members according to the following: the Chairman
shall receive SEK 210,000 and each of the other Board members who are not
employed by the company shall receive SEK 105,000.
It is noted that the registered public accounting firm
PriceWaterhouseCoopers, with the authorized public accountant Dan Andersson as
auditor in charge, was elected as auditor at the Annual General Meeting 2004,
for a term of office of four years. Fee to the auditor will be paid on current
account.
Proposal for Nomination Committee (item 13)
Shareowners jointly representing approximately 27.3% of the votes in the
company have proposed that a Nomination Committee shall be appointed annually
in the company in accordance with the following.
The Nomination Committee shall consist of the Chairman of the Board
(convener) and one representative for at least each of the three largest
shareholders per September 30 every year. If any of these shareholders should
waive its right to appoint a representative, the right shall vest in the
shareholder which, following these shareholders, holds the most shares in the
company. The composition of the Nomination Committee shall be made official by
the company not later than in connection with the publication of the interim
report for the third quarter each respective year. The assignment of the
Nomination Committee shall be to prepare election of Chairman and other
members of the Board, Chairman of the Annual General Meeting, questions of
fees and matters pertaining thereto. The Nomination Committee shall within the
scope of its assignment and to the extent that it deems necessary, be entitled
to engage external consultants at the company's expense.
Proposal for resolution on an incentive programme for management by issue
of debentures with subscription rights for new shares (item 14) The Board
proposes that the Meeting resolves upon a directed issue of a maximum of two
debentures, each at nominal amount of SEK 100, with a maximum of 2,000,000
detachable option rights for subscription for new shares in Precise Biometrics
AB. Each option right entitles the holder to subscribe for one new class A
share in the company at nominal amount of SEK 0.40 per share. The issue price
of the debentures shall correspond to their nominal amount. The debentures
will carry an annual interest of 5% and be due on June 30, 2005. The
debentures shall be subscribed and paid for on May 20, 2005 at the latest.
Subscription for shares in Precise Biometrics AB based upon the option rights
can be made from June 1, up to and including November 1, 2007. The share
subscription price shall be the equivalent of 175% of the average of the for
every trading day from May 2, 2005 up to and including May 13, 2005 calculated
average of the highest and lowest price paid daily for a share in the company
as published on the official list of rates of the Stockholm Stock Exchange.
Precise Biometrics AB's wholly-owned subsidiaries Precise Biometrics
Services AB and Precise Biometrics, Inc. shall, with deviation from the
shareholders' pre-emption rights, have the right to subscribe for the
debentures with detachable option rights. The reason for the deviation from
the shareholders' pre-emption rights is that the company wishes to introduce
an incentive programme for the management and other key personnel active
within the group in Sweden and in the USA, whereby they are offered the
possibility to take part in an increase in value in the company share. This is
expected to lead to a reinforcement of the interest in the development of the
company and its' share price quotation, as well as an increase in the
motivation and stimulation of the loyalty towards the company during the years
to come. The Board assesses that it is beneficial for the company that
management and other key personnel be given an incentive to work
for a favourable economic development in the company.
Precise Biometrics Services AB shall detach and against payment, on one or
more occasions, transfer the option rights to the management and other key
personnel within the group in Sweden, in accordance with the directions of the
Board of Precise Biometrics AB. Precise Biometrics, Inc. shall against
payment, on one or more occasions, transfer purchase options on equivalent
terms and conditions as the option rights to the management and other key
personnel within the group in the USA, in accordance with the directions of
the Board of Precise Biometrics AB. The transfer of all option rights and
purchase options shall be made against payment of market value at the time of
transfer, which value shall be determined by an independent valuer by way of
an established method of valuation (Black & Scholes).
The Board of Precise Biometrics AB shall be entitled to decide upon
allotment of option rights to management and key personnel within the group in
accordance with the following guidelines:
* Managing Director (one person): A maximum of 600,000
option rights
* Deputy Managing Director (one person): A maximum of 200,000
option rights
* Other members of the group management or A maximum of 100,000
other key personnel (presently seven option rights per person.
persons):
The first allotment is scheduled to take place by the end of May 2005. The
option rights remaining after the first allotment may thereafter be allotted
to future management and key personnel pertaining to the above mentioned
categories at the at each occasion prevailing market value. The Meeting is
proposed to approve the above described transfers of option rights to
management and key personnel within the group.
On full subscription for the proposed issue, and full exercise of the
option rights the share capital may be increased by a maximum of SEK 800,000,
which is equivalent to approximately 3.3% of the present share capital and
votes, and the key ratio equity capital per share increased by approximately
SEK 0.31 from SEK 1.11 to SEK 1.42 (based on a share subscription rate of SEK
10.50).
The incentive programme will not lead to any considerable costs.
Therefore, no measures to secure the programme have been taken.
The Board of Directors' proposal has been prepared by the Board of
Directors. Members of the Board will not be allotted, except for the Managing
Director who has been proposed as new Board member. The proposal of the Board
presupposes that the decision of the Meeting is supported by shareholders
representing at least nine tenths of both the given votes and the at the
Meeting represented shares. Proposal for resolution on authorization of the
Board to resolve upon issue of new shares with deviation from the
shareholders' pre-emption rights (item 15)
The Board proposes that the Meeting authorizes the Board to, on one or
more occasions until the time of the next Annual General Meeting, resolve upon
an increase of the share capital with a maximum of SEK 4.8 million by issue of
a maximum of 12 million new class A shares, each at nominal amount of SEK
0.40. The issue may be made with deviation from the shareholders' pre-emption
rights against cash payment and/or with a provision of contribution or set-
off. Full exercise of the authorization is equivalent to a dilution of
approximately 20% of the present share capital and votes. The Board shall be
permitted to establish the remaining conditions for the issue, including the
issue price, which however shall be established based on a valuation, subject
to a possible discount, adjusted to prevailing conditions on the market. The
purpose of the authorization and the reason for the deviation from the
shareholders' pre-emption rights is to enable the company to accomplish
acquisitions of companies against payment in own shares and to receive capital
contributions primarily from new industrial or international owners.
C. Available documents
The Accounts and the Auditor's Report as well as the Board's complete
proposals pursuant to items 14-15 on the agenda will be available to the
shareholders at the company and on its website
http://www.precisebiometrics.com as from April 13, 2005. Copies of the
documents will be also sent to the shareholders who so request and state their
address, and will be available at the Annual General Meeting.
Lund in March 2005
The Board of Directors
PRECISE BIOMETRICS AB (publ)
For further information, please contact:
Lars Gronberg, Director of the Board, Precise Biometrics AB.
Telephone +46 (0) 707 27 54 55
E-mail lars.gronberg@precisebiometrics.com
Ann-Sofi Hoijenstam, Corporate Communications Manager,
Precise Biometrics AB
Telephone +46 (0) 734 35 11 47
E-mail ann-sofi.hoijenstam@precisebiometrics.com
Precise Biometrics AB (publ.) is an innovative security company that
supplies world-leading systems for fingerprint and smart card-based
authentication. The company's solutions replace keys, PIN codes and passwords
and enhance the integrity of ID cards and passports. With its proprietary
Precise Match-on-Card(TM) technology, the company is a market leader within
smart ID cards. Through its subsidiary Fyrplus Teknik, Precise Biometrics can
deliver complete biometrics solutions on the Scandinavian market based, for
example on fingerprint, iris and facial recognition. The product line includes
systems for access control to buildings, computers and networks and for
integration into ID cards and passports. The group headquarters are in Lund,
Sweden. It also has offices in Stockholm and a U.S. subsidiary in Washington,
DC. The subsidiary Fyrplus Teknik is based in Karlstad and has regional
offices in Linkoping. Precise Biometrics is listed on the O-list of the
Stockholm Stock Exchange (symbol: PREC A). For more information, please visit
http://www.precisebiometrics.com/
http://hugin.info/131387/R/986312/147276.pdf
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