Convening notice for 2015 annual general meeting in Precise

Welcome to attend the Annual General Meeting (the “AGM”) of Precise Biometrics
AB, to be held at 4.00 p.m. on Tuesday April 27, 2015 at the head office of
Precise Biometrics, Scheelevägen 30 in Lund, Sweden. Registration for the
meeting will start at 3.30 p.m.

A. PARTICIPATION

Shareholders who wish to attend the AGM must:

1.
be recorded in the share register maintained by Euroclear Sweden AB, on Tuesday
April 21, 2015; and

2.
notify the company of their intent to attend the AGM at the address Precise
Biometrics AB (publ), Box 798, SE-220 07 LUND, Sweden or by email to
arsstamma2015@precisebiometrics.com, no later than Tuesday April 21, 2015,
preferably before 4.00 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. Proxies and representatives of legal entities shall
submit papers of authorisation prior to the AGM.

In order to be able to vote at the AGM, shareholders with nominee-registered
shares must have the shares temporarily owner-registered with Euroclear Sweden
AB. Such registration must completed on Tuesday April 21, 2015 and should be
requested 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 persons to approve the minutes.

6. Determination whether the meeting has been duly convened.

7. The Managing Director’s report.

8. 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 AGM, and

9. Resolutions regarding

(a) the 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, 2014,

(b) the appropriation of the company’s loss according to the adopted
Balance Sheet, and

10. Determination of the number of members of the Board of
Directors.

11. Election of members and Chairman of the Board of Directors.

12. Election of auditor.

13. Resolution regarding fees to the members of the Board of
Directors and the auditor.

14. Resolution regarding principles for appointing the members
of the Nomination Committee.

15. Determination of guidelines for remuneration to senior
management.

16. Resolution regarding (a) amendment of the articles of
association, and (b) reduction of the share capital for allocation to
unrestricted shareholders’ equity.

17. Resolution regarding authorisation of the Board of Directors
to resolve on new issue of shares and/or convertible bonds with deviation from
the shareholders’ preferential right.

18. Closing of the meeting.

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 AGM 2014, the Chairman of the Board of
Directors shall convene a Nomination Committee consisting, in addition to the
Chairman of the Board of Directors, of representatives from three of the
company’s major shareholders as per April 30.

The Nomination Committee appointed for the AGM 2015, consisting of Torgils
Knutsson Bonde (own holding) as Chairman of the Nomination Committee, Robert
Andersson (Limhamns Förvaltning AB), Can Durmaz (own holdings, also through
company) and the Chairman of the Board of Directors Torgny Hellström, has
proposed Torgny Hellström as Chairman of the meeting.
Proposal for appropriation of loss (item 9b)

The Board of Directors proposes that the company’s loss for the year, which
amounts to SEK 36,824,588, is appropriated through a reduction of the share
premium fund and that SEK 27,044,289 is carried forward. The Board of Directors
proposes that no dividend is declared for the financial year.

Proposal regarding number of Board members, election of members and Chairman of
the Board and of auditor, and determination of fees (items 10-13)

The Nomination Committee proposes that the number of Board members shall be six,
with no deputy members, and that the current Board, consisting of Torgny
Hellström (Chairman), Torbjörn Clementz, Eva Maria Matell, Anders Harrysson,
Matts Lilja and Mats Lindoff, shall be re-elected. Torgny Hellström shall be
elected as Chairman of the Board.

The Nomination Committee proposes that the fees to the Board up to and including
the AGM 2016 shall be increased. The Chairman of the Board shall receive SEK
500,000 (previous SEK 300,000) and each of the other members of the Board, not
employed by the company, shall receive SEK 175,000 (previous SEK 150,000). Based
on an unchanged number of Board members, the total remuneration would amount to
SEK 1,375,000 (previously SEK 1,050,000). Remuneration for committee work is
proposed to amount to SEK 25,000 for each committee assignment a Board member
holds (previously SEK 25,000 for all committees).

Further, the Nomination Committee proposes that the increase of the fees shall
be made retroactively so that the difference between the compensation resolved
at the AGM 2014 and the compensation that is resolved at the AGM 2015 shall be
paid for the period from January 1, 2015 until the AGM 2015.

Last, the Nomination Committee proposes that the accounting firm EY is elected
as 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 Johan Thuresson is auditor in charge.

Proposal for resolution regarding principles for appointing the members of the
Nomination Committee (item 14)

The Nomination Committee proposes the following amended principles for
appointment of members of the Nomination Committee.

The Chairman of the Board shall convene a Nomination Committee which, in
addition to the Chairman, shall consist of representatives from two or three of
the company’s largest shareholders in accordance with Euroclear Sweden AB’s list
of registered shareholders as of August 30. If any of these shareholders should
wish to abstain from the possibility to appoint a representative, the right
shall be transferred to the shareholder who after such shareholders has the
largest holding in the company.

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 months before the AGM. The commission for the Nomination
Committee shall continue until a new Nomination Committee is appointed.

A member shall retire from the Nomination Committee if the shareholder who
appointed such member no longer represents one of the three largest shareholders
or has sold its entire holding. Next shareholder in terms of size of holdings
shall thereafter be offered to appoint a new member, if that is required in
order to fulfil that at least two shareholders will be represented in the
Nomination Committee. In the event that two shareholders are already
represented, the Nomination Committee may decline to offer a new shareholder to
appoint a representative in the Nomination Committee.

The duties of the Nomination Committee are to prepare, ahead of the AGM,
proposals for the election of a Chairman at the AGM, the election of the
Chairman and other members of the Board of Directors, principles for appointing
the members of the Nomination Committee and, as applicable, the election of
auditors and determination of fees, and other related issues.

The Nomination Committee is able to charge the company with necessary costs 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 management (item 15)

The Board of Directors proposes that the levels of remuneration and other
employment terms for management shall be in accordance with the market and
provide both short-term and long-term incentives.

The short-term incentives shall consist of both a fixed salary and a variable
salary. The variable salary shall be based on the company’s result and on
individual goals. The variable part of the salary may amount to a maximum of 75
per cent of the fixed salary for the Managing Director and 50 per cent of the
fixed salary for the other members of management.

Long-term incentives may consist of options or other share-based compensation
programs.

For the Managing Director, a mutual notice period of 6 months shall apply, and 3
-6 months for the other management members. In addition, the Managing Director
may be entitled to redundancy payment amounting to a maximum of 6 month salary,
if the employment is terminated by Precise Biometrics. Other members of
management shall not be entitled to redundancy payment.

The retirement age for all members of management shall be 65 years. Pension
premiums are calculated in accordance with the company’s pension scheme, which
imitates the ITP2 pension scheme, and may amount to maximum 25 per cent of the
fixed salary.
Proposal for amendments to the Articles of Association and reduction of share
capital for allocation to unrestricted shareholders’ equity (item 16)

A. Amendments to the Articles of Association

In order to resolve on reduction of share capital in accordance with the Board’s
proposal under item 16 B, the Board proposes that the provision on the limits of
the share capital of the Articles of Association is amended as follows.

+----------------------+-------------------------------------------+
|Current wording |Proposed wording |
+----------------------+-------------------------------------------+
|§ 4 |§ 4 |
+----------------------+-------------------------------------------+
|The share capital |The share capital shall be no less than SEK|
|shall be no less than |5,000,000 and no more than SEK 20,000,000. |
|SEK | |
|40,000,000 and no more| |
|than SEK 160,000,000. | |
+----------------------+-------------------------------------------+

B. Reduction of share capital for allocation to unrestricted shareholders’
equity

In order to better adjust the size of the company’s high share capital to its
business, the Board proposes that the AGM resolves to reduce the share capital
as follows:
The company’s share capital, which currently amounts to SEK 96,685,706.38, shall
be reduced by SEK 86,326,523.56 for allocation to unrestricted shareholders’
equity. 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 10,359,182.82, allocated between a total number of 345,306,094 shares. The
reduction entails a reduction of the quota value of the shares with SEK 0.25,
from SEK 0.28 to SEK 0.03.
The resolution on reduction of the company’s share capital requires that the AGM
resolves to amend the Articles of Association according to the Board’s proposal
under item 16 A, and the AGM’s resolution pursuant to items 16 A and B should be
made as a joint resolution. Such a resolution is valid only if it is supported
by shareholders representing at least two-thirds of the votes cast as well as
the shares represented at the AGM.

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 AGM to authorise 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 issue may result in
an aggregate increase in the share capital corresponding to the issue of a
maximum of 34,530,609 shares and/or convertible bonds to be converted into a
maximum of 34,530,609 shares.

Full exercise of the authorisation, and where applicable full conversion, is
equivalent to a dilution of approximately 10 per cent of the current share
capital and votes. The Board shall be entitled to establish remaining conditions
of the issue, including the issue price. The issue price shall be established
based on the 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, by way of issues of
new shares/convertible bonds for payment in cash, in kind or through set-off, to
effect company acquisitions, other strategic investments or to obtain capital
contributions from new owners that are considered strategically important from
an operational, financial, structural or other perspective.
C. AVAILABLE DOCUMENTS

The Nomination Committee’s reasoned statement on its proposal for members of the
Board of Directors will be available on the company’s website,
www.precisebiometrics.com. 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 last AGM and the complete proposals of
the Board of Directors according to items 15-17 will be available at the company
and on its website as from April 2, 2015. 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 345,306,094. All shares are of the same class.

E. INFORMATION AT THE ANNUAL GENERAL MEETING

At the AGM, the Board of Directors and the Managing Director shall, if a
shareholder so requests and 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 2015

The Board of Directors

PRECISE BIOMETRICS AB (publ)

This press release contains information that Precise Biometrics is required to
disclose pursuant to the Swedish Financial Instruments Trading Act (1991:980).
The information was submitted for publication at 08.00 am on 23 March, 2015.
For more information, please contact
Håkan Persson, CEO, Precise Biometrics AB
Tel. 46 46 31 11 05 or 46 734 35 11 05
E-mail hakan.persson@precisebiometrics.com
About Precise Biometrics
Precise Biometrics is a market leading supplier of solutions for fingerprint
recognition that guarantee the identity of people. With the highest level of
competence in fingerprint biometrics, Precise Biometrics offers fast, precise
and secure verification of a person's identity.
This technology can be used for ID, company and bank cards, and for access to
mobile solutions, computers and networks. Precise Biometrics delivers its
solutions to companies and government agencies all over the world, and the
Company's technology is licensed to almost 160 million users.

For further information go to www.precisebiometrics.com

Convening notice for 2015 annual general meeting in Precise Biometrics AB (publ)

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