At the Annual General Meeting (the “AGM”) of Precise Biometrics, held today on May 19, 2022, Torgny Hellström, Torbjörn Clementz, Mats Lindoff, Åsa Schwarz and Synnöve Trygg were re-elected as Board members and Peter Gullander was elected as new Board member. In addition, the AGM resolved on consolidation of the company’s shares 1:10 and implementation of a long-term incentive program for all employees in the group.
ANNUAL ACCOUNTS AND DISCHARGE FROM LIABILITY
The AGM adopted the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet, and granted the Board members and the Managing Director discharge from liability for the financial year 1 January–31 December 2021.
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, Mats Lindoff, Åsa Schwarz and Synnöve Trygg as Board members and to elect Peter Gullander as new Board member. 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 Martin Henriksson 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 five members of the Board shall receive SEK 190,000 and that remuneration for committee work shall amount to SEK 45,000 for members of the Audit Committee, SEK 90,000 for the Chairman of the Audit Committee and SEK 25,000 for members and Chairman of the Remuneration Committee.
The AGM resolved that the remuneration to the auditor shall be paid in accordance with the approved invoice.
It was resolved that no dividend shall be paid for the financial year 2021.
The AGM resolved to approve the Board’s remuneration report.
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 resolve, on one or several occasions before the next AGM, on an issue of shares and/or convertible bonds, with or without preferential rights, corresponding to a maximum of 10 percent of the registered share capital (as per the date of the resolution on the new issue). 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 strengthen the company’s capital base in connection with company acquisitions or strategic capital or other investments, and to obtain capital contributions from new owners that are considered strategically important from an operational, financial, structural or other perspective.
CONSOLIDATION OF THE COMPANY’S SHARES AND AMENDMENT OF THE ARTICLES OF ASSOCIATION
The AGM resolved, in accordance with the proposal of the shareholder Maida Vale Capital AB, on consolidation of the company’s shares 1:10, whereby ten shares are consolidated into one and the total number of shares decreases from 395,963,940 to 39,596,394. The AGM further resolved to authorize the Board to determine the record date for the consolidation and to amend the limits on the number of shares set forth in the Articles of Association, so that the number of shares shall be not less than 30,000,000 and not more than 120,000,000.
INCENTIVE PROGRAM FOR THE INCOMING CEO BY WAY OF DIRECTED ISSUE OF SUBSCRIPTION WARRANTS
In accordance with the proposal of the Board, the AGM resolved on implementation of a long-term share based incentive program for the company’s incoming CEO, Patrick Höijer. The program entails the right for Patrick Höijer to acquire a maximum of 1,000,000 subscription warrants (following the consolidation) at market value at the time of the acquisition. Subscription for shares by virtue of the subscription warrants may be effected during the period from 1 July 2025 up to and including 30 September 2025. The subscription price shall be equivalent to 130 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for share in the company during a period of five trading days prior to subscription of the warrants.
IMPLEMENTATION OF LONG-TERM INCENTIVE PROGRAM FOR ALL EMPLOYEES
The AGM resolved, in accordance with the proposal of the Board, on implementation of a long-term share bonus program (LTI 2022/2028) for all employees in Precise Biometrics. LTI 2022/2028 is a share-based bonus program that, during a six-year period, entails the right to a certain maximum number of performance share rights if the company achieves certain annual net sales targets, provided a positive operating profit and that the participants have made their own investment in shares in Precise, and allocated these shares to LTI 2022/2028. Each performance share right entitles to one share in Precise free of charge. Payment of performance share rights granted during the program period takes place after the AGM’s approval of the annual report 2027 and no later than June 30, 2028.
In order to facilitate the implementation of LTI 2022/2028 and secure delivery of shares to the participants, as well as to cover the company’s social security expenses, the AGM simultaneously resolved on amendment of the Articles of Association by way of introduction of new shares of series C, authorization for the Board to issue shares of series C, authorization for the Board to repurchase shares of series C, and approval of transfer of shares to participants in LTI 2022/2028.