April 4, 2017 -
Precise Biometrics AB detailed the agenda for its annual general meeting, to be held on May 16 in Lund, Sweden, which will focus on establishing guidelines for management remuneration, the issuance of shares and/or convertible bonds, and an employee incentive program, among other issues.
The board of directors proposes that the levels of remuneration and other employment terms for management will be in accordance with the market as well as provide both short-term and long-term incentives.
The short-term incentives will comprise a fixed salary as well as a variable salary based on the company’s result and on individual goals. The variable salary may be up to 75 percent of the fixed salary for the managing director and 50 percent of the fixed salary for the other members of management.
The long-term incentives may consist of options or other share-based compensation programs, including a mutual notice period of 6 months for the managing director and 3-6 months for the other management members.
The managing director may also be entitled to a severance of up to 6 month salary if Precise Biometrics terminates his or her employment. However, other members of management will not be entitled to a severance.
The company is looking to set the retirement age for all members of management at 65 years. Pension premiums will be measured in accordance with Precise’s pension scheme, which is modelled after the ITP2 pension scheme, and may amount to maximum 25 percent of the fixed salary.
The board of directors also proposes to resolve on an issue of shares and/or convertible bonds, which may deviate from the shareholders’ preferential right to subscribe for new shares and/or convertible bonds.
It would 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, which may “result in an aggregate increase in the share capital corresponding to the issue of a maximum of 36,023,146 shares and/or convertible bonds to be converted into a maximum of 36,023,146 shares.”
Finally, Precise Biometrics proposes an incentive program for employees to ensure a long-term commitment to building future value growth for the company.
To implement the incentive program, the board seeks to issue subscription warrants with a deviation from the shareholders’ preferential right, and transfer these subscription warrants to senior management and other employees.
The distribution of these subscription warrants would follow various terms and conditions, including a maximum potential issuance of five million subscription warrants, subscription warrants will be issued free of charge, and employees will have to submit their name to the subscription list by December 31, 2017 (the board will have the right to extend this subscription period).
If all five million subscription warrants are exercised to subscribe for new shares, Precise’s share capital will increase with a maximum of SEK 150,000 (US$16,630). This would result in a dilution of approximately 1.4 percent in comparison to its current share capital.
The company also has an ongoing subscription warrants program, which it resolved by the annual general meeting 2014. The program has a total of 8 million subscription warrants, of which 2.6 million warrants were allotted.
Considering this, the proposed subscription warrant programs will result in a dilution of approximately 2.1 percent in comparison to the company’s current share capital.
Previously reported, ZEITEC recently signed an agreement to license Precise BioMatch Mobile algorithm solution for fingerprint recognition in mobile devices.