The Nomination Committee's reasoned statement regarding its proposals to

the Annual General Meeting in Precise Biometrics AB on 22 May 2024

Background

In accordance with the principles resolved by the annual general meeting in Precise Biometrics AB (publ), a Nomination Committee was appointed, consisting of Julian Aleksov (appointed by MV Capital AB and Egis Technology) and Torgny Hellström (chairman of the Board of Precise Biometrics). There have been no proposals for Board members or any other proposals from shareholders in addition to the proposal from the Nomination Committee.

The Nomination Committee proposes the following

Item 2 - Election of Chairman of the Annual General Meeting.

The Nomination Committee proposes that attorney-at-law Christian Lindhé is elected Chairman of the Annual General Meeting.

Item 10 - Determination of the number of members of the Board of Directors and the number of auditors.

The Board is proposed to consist of five members without deputies. The company is proposed to have one auditor with no deputies.

Item 11 - Determination of renumeration for members of the Board of Directors and auditor.

The remuneration to the Board of Directors is proposed to be allocated unchanged as follows (remuneration in 2023 in brackets)

  • Chairman of the Board of Directors: SEK 545,000 (SEK 545,000)
  • Each of the other Board members: SEK 190,000 (SEK 190,000)
  • Chairman of the Audit Committee: SEK 90,000 (SEK 90,000)
  • Members of the Audit Committee: SEK 45,000 (SEK 45,000)
  • Chairman and member of the Remuneration Committee: SEK 25,000 (SEK 25,000)

Remuneration to the auditor is proposed to be paid in accordance with approved invoices within the auditor's quotation.

Item 12 - Election of members of the Board of Directors and Chairman of the Board of Directors.

The Nomination Committee proposes re-election of Board members Torgny Hellström, Åsa Schwarz, Peter Gullander and Maria Rydén, and new election of Howard Ro. Mats Lindoff and Jimmy Hsu have declined re-election. Torgny Hellström is proposed to be elected as

1

Chairman of the Board. Information about the persons proposed to be re-elected as Board members is set forth on the company's website, www.precisebiometrics.com.

Howard Ro, born in 1985. Bachelor of Economics, University of California. Executive Vice President at Egis Technology Group since 2015. Prior to this Howard held managing positions in the finance sector in Taiwan, Hong Kong and Japan.

Item 13 - Election of auditor.

Furthermore, the Nomination Committee proposes, in accordance with the recommendation of the Audit Committee, that EY with Martin Henriksson as auditor in charge is re-elected as auditor.

Reasoned statement

Since it was inaugurated, the Nomination Committee has had meetings in person, a number of telephone conferences and contacts. As a basis for its work, the Nomination Committee has reviewed the chairman of the Board's report of the Board's and the Committees' work, and has received a comprehensive report of the performed evaluation of the Board.

The Nomination Committee has discussed the size and composition of the Board, considering the company's current and future development. The discussion has focused on the Board's overall composition with respect to the mix of skills and experiences that provides the best support for Precise Biometrics' operations and future development. The Nomination Committee has also discussed the commitment displayed by individual Board members and concludes that the proposed Board members has the time and the commitment deemed necessary for the assignment as Board member in Precise Biometrics.

In conclusion, the Nomination Committee considers that the proposed composition of the Board is well balanced with respect to relevant skills, experiences and the commitment required to best support that Precise Biometrics delivers to its potential going forward.

The Nomination Committee has also considered and discussed the importance of reflecting diversity in the Board, including gender, and has applied rule 4.1 of the Swedish Corporate Governance Code as diversity policy. The proposed Board composition entails that two of five Board members will be women.

In accordance with the Swedish Corporate Governance Code, the Nomination Committee has taken the independence of the Board members into account. All proposed Board members are deemed to be independent vis-à-vis the company and the executive management. All proposed Board members are deemed to be independent vis-à-vis the company's major shareholders.

The Nomination Committee proposes that the remuneration remains unchanged.

April 2024

The Nomination Committee of Precise Biometrics AB

2

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Precise Biometrics AB published this content on 19 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2024 13:06:07 UTC.