LUND, Sweden, March 18, 2002 (PRIMEZONE) -- The Annual General Meeting of Precise Biometrics AB will be held at Myntkabinettet, Slottsbacken 6, Stockholm, at 16:00 on Tuesday, April 16, 2002.
A. NOTICE OF ATTENDANCE
Stockholders who want to attend the Annual General Meeting must:
-- be entered as stockholders in the stock register maintained by
VPC AB (Swedish Securities Register Center) not later than
Saturday, April 6, 2002 (due to the weekend, all entries in the
stock register must be made not later than Friday,
April 5, 2002); and
-- provide notice of attendance in writing, by fax, or e-mail, or
by phone to:
Precise Biometrics AB
Dag Hammarskjoelds vaeg 2
SE-224 64 Lund
Sweden
Phone: +46 46 311 100
Fax: +46 46 311 101
E-mail: bolagsstamma@precisebiometrics.com
The notice must be received not later than Wednesday, April 10, 2002 and must include the attendee's name, social security number, address, and telephone number. Proxies and representatives of legal entities must submit documents of authority prior to the Meeting.
Stockholders whose stocks are registered in the name of a nominee must temporarily be entered under their own name in the stock register maintained by VPC in order to participate in the Meeting. Due to the weekend, all entries must be made not later than Friday, April 5, 2002. This implies that the stockholder must notify the nominee in due time prior to this date.
B. AGENDA
Proposed Agenda
1. To open the Meeting.
2. To elect the chairman of the Meeting.
3. To establish and approve the voting list.
4. To approve the agenda of the Meeting.
5. To elect one or two persons approving the minutes.
6. To consider whether the Meeting has been properly announced.
Operating Year 2001
7. The President's speech.
8. To present the Annual Report and Auditor's Report.
9. Approvals:
a) The Profit and Loss Statement and the Balance Sheet effective
December 31, 2001;
b) To determine the appropriation of profit or loss in accordance
with the approved Balance Sheet;
c) To discharge the members of the Board of Directors and the
President from liability.
Election of Board members
10. To determine the number of members and deputy members of the
Board of Directors.
11. To determine the remuneration payable to the Board of Directors.
12. To elect Board members and the Chairman of the Board.
Authorization with respect to a new issue of stocks
13. To authorize the Board of Directors to decide on a new issue of
stocks deviating from preferential rights to stockholders.
14. To authorize the Board of Directors to decide on a new issue of
stocks with preferential rights to stockholders.
15. Closing.
Current proposals with respect to items of the agenda
Profit distribution (item 9b of the agenda)
The Board recommends that no profits be distributed for this fiscal year.
Authorization as regards a new issue of stocks (items 13-14 of the agenda)
The Board of Directors proposes the Annual General Meeting to authorize the Board of Directors to decide, prior to the Annual General Meeting 2003, on an increase in company stock capital of up to SEK 156 000 through an issue of at most 390,000 A-stocks. Within this framework, the Board may on one or more occasions decide on a new issue of stocks. The issue of stocks may deviate from the preferential right of stockholders and be made in exchange for cash payment or through payment in kind. If exercised to its full extent this action would have a diluting effect of approximately 9.9 percent of capital and votes.
The aim of granting the authorization and the reason for deviating from the preferential rights of the stockholders is to enable the Board to use company stocks as payment during company acquisitions and to give the company a flexible way of obtaining capital for future expansion and investments. The issue price of the new stocks must be established on conditions of the market price, giving proper consideration to the current rate of issue discount.
The Board of Directors also proposes the Annual General Meeting to authorize the Board of Directors to decide, prior to the Annual General Meeting 2003, on an increase of company stock capital through an issue of new A-stocks amounting to a total value of SEK one hundred million (100,000,000). Within this framework, the Board may on one or more occasions decide on a new issue of stocks. The issue of stocks must be made with preferential right of stockholders in exchange for cash payment.
C. Available documents
In addition to those documents that must be made available according to law, the Board's complete proposal as regards the authorization to issue stocks be available at Precise Biometrics AB for stockholders who want it. The proposal can also be sent to stockholders who request it.
Precise Biometrics is an innovative security company that supplies world-leading systems for authentication using fingerprints. The solutions supplied by the company replace keys, PIN codes and passwords. The company's products are cost effective and provide security and comfort combined with top-class protection of personal integrity. The range of products includes systems for access control to computers and networks and for building into mobile and terminals, such as mobile phones and portable computers. The company headquarters are in Lund, Sweden. The company also has offices in Stockholm and a U.S. subsidiary in Washington, D.C. Precise Biometrics is listed on the O-list of the Stockholm Stock Exchange (symbol: PREC A). For additional information, visit www.precisebiometrics.com