At the Annual General Meeting (the “AGM”) of Precise Biometrics, which was held today on Friday May 15, Torbjörn Clementz, Torgny Hellström, Mats Lindoff, Åsa Schwarz and Synnöve Trygg were re-elected Board members.
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. 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 Johan Thuresson 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 four members of the Board shall receive SEK 190,000 and that remuneration for committee work shall amount to SEK 35,000 for members of the Audit Committee, SEK 70,000 for the Chairman of the Audit Committee and SEK 25,000 for members and Chairman of the Remuneration Committee.
It was resolved that no dividends should be paid for the financial year of 2019.
GUIDELINES FOR REMUNERATION TO SENIOR MANAGEMENT
In accordance with the proposal of the Board, the AGM resolved to adopt guidelines for remuneration to senior management principally entailing that remuneration shall be on markets terms and entail both short and long-term incentives. The remuneration shall consist of fixed cash salary, pension benefits and other benefits and may furthermore consist of variable cash remuneration. Variable remuneration shall be based on predetermined, well-defined and measurable financial and non-financial criteria for the group. The variable remuneration for the CEO may amount to not more than 75 percent of the fixed cash salary and may amount to not more than 50 percent of the fixed cash salary for other senior executives.
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. 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 number of shares and/or convertible bonds to be issued by virtue of the authorization shall not exceed 10% of the registered share capital (as per the date of the resolution on the issue of new shares and/or convertible bonds). 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.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
In accordance with the proposal of the Board, the AGM resolved to amend § 1, § 8 and § 13 of the Articles of Association for the purpose of adapting the Articles of Association to implemented and expected amendments of the Swedish Companies Act and the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act.
FOR FURTHER INFORMATION, PLEASE CONTACT
Torgny Hellström, Chairman of the Board, Precise Biometrics
Phone: +46 733 45 13 00