Resolutions at the Precise Biometrics Annual General Meeting 2009

Resolutions at the Precise Biometrics Annual General Meeting 2009

At the Annual General Meeting of Precise Biometrics, which was held today on
Wednesday April 21, it was inter alia resolved to adopt guidelines for
remuneration to management and to adopt a minor change in the determination of
principles for appointing Nomination Committee. 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	
All board members, namely Lisa Thorsted, Marc Chatel, Torbjörn Clementz, Eva
Maria Matell and Lena Widin Klasén were re-elected as members of the board. Lisa
Thorsted was elected chairman of the board. 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
2009.
 
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 5,4 million, which corresponds to
a dilution of just below 10 % 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.
 
Change in determination of principles for appointing Nomination Committee
In accordance with the proposal of the Nomination Committee, the Annual General
Meeting resolved a change in determination of principles for appointing
Nomination Committee as follows:  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 of the Company's largest
shareholders in accordance with Euroclear 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. 

A member shall retire from the nomination committee if the shareholder who
appointed this member is no longer one of the three largest 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 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
meeting, the election of the chairman and other members of the board, principles
for the structure of the committee, and where appropriate the election of
auditors and consideration of their fees and other related issues.

Lisa Thorsted, Chairman of the Board, Precise Biometrics AB
Telephone  +45 32 32 33 19 

Thomas Marschall, President and CEO, Precise Biometrics AB
Tel. +46 (0)46 31 11 10 or +46 (0)734 35 11 10 
E-mail thomas.marschall@precisebiometrics.com   


Precise Biometrics is a market-leading provider of products and solutions for
fingerprint recognition. The technology proves people's identities in a fast and
secure way, while it reduces costs related to password management, identity
theft and fraud.  

Precise Biometrics serves business and government organizations throughout the
world and its technology is licensed to close to 100 million users. Precise
Biometrics is listed on NASDAQ OMX Stockholm small cap list (PREC). For more
information, please visit www.precisebiometrics.com