Supplemental proposal to IDEX Biometrics’ 2020 Annual General Meeting
The board of directors of IDEX Biometrics ASA proposes the following supplement to agenda item 5 – 2020 Subscription Rights Incentive Plan at the 2020 annual general meeting on Friday 15 May 2020.
Background:
As of 31 March 2020 the Company had 57,095,893 subscription rights outstanding under Subscription Rights-based incentive programmes 2016 to 2018, at weighted averege exercise price of NOK 5.40 per share (“Existing Subscription Rights”). As the share price for a long time has been significantly lower, these subscription rights have no intrinsic value. The Board wishes subscription rights to have a real potential value and thus represent an actual incentive for the employees. The Board therefore proposes that the Company may offer employees and individual contractors who hold Existing Subscription Rights (“Existing Subscription Rights Holders”) to receive new subscription rights under the 2020 Subscription Rights Incentive Plan against waiver of their Existing Subscription Rights. Because the vesting period re-starts, the Board proposes a three-year vesting period, at 1/3 per year.
Supplement to the original proposed resolution, to be inserted as a new fourteenth paragraph in the resolution:
“Subscription rights that are issued against waiver of Existing Subscription Rights (“Replacement Subscription Rights”) must be issued latest 31 August 2020. The vesting schedule for Replacement Subscription Rights shall be 1/3 per year where the first tranche vests on 15 April 2021. As consideration for the shares to be issued in the Company upon exercise of the Replacement Subscription Rights, the holders of the subscription rights shall pay to the Company of minimum NOK 1.71 per share, which was the closing price of the Company’s share on Oslo Børs on 11 May 2020. For the avoidance of doubt, the Board may elect to offer fewer, bot not more Replacement Subscription Rights than the number of Existing Subscription Rights each holder owns. The Board can resolve further rules and procedures for offer and acceptance of grant of Replacement Subscription Rights against waiver of Existing Subscription rights. Other than the foregoing, the terms and conditions in this resolution apply correspondingly to the Replacement Subscription Rights.”
The board acknowledges that the proposal on agenda item 5 means that the shareholders’ preferential rights to subscribe for subscription rights according to the PLCA section 11-13 is deviated from. The board has considered the proposal in view of the STA section 5-14 and holds the view that the subscription rights holders may be subject to differential terms, and notes that the total number of subscription rights outstanding at any time is limited to 10% of the registered number of shares in the Company., and that the subscription rights are issued to employees and individual contractors with the purpose and expectation that such share-based incentives will represent a long-term benefit for the Company and its shareholders.
For further information contact:
Marianne Bøe, Investor Relations
E-mail: marianne.boe@idexbiometrics.com Tel: + 47 918 00186
Derek D’Antilio, Chief financial Officer
E-mail: derek.dantilio@idexbiometrics.com Tel: +1 197 827 31344
About IDEX Biometrics
IDEX Biometrics ASA (OSE: IDEX and OTCQB: IDXAF) is a leading provider of fingerprint identification technologies offering simple, secure and personal authentication for all. We help people make payments, prove their identity, gain access to information, unlock devices or gain admittance to buildings with the touch of a finger. We invent, engineer, and commercialize these secure, yet incredibly user-friendly solutions. Our total addressable market represents a fast growing multi-billion-unit opportunity.
For more information, visit www.idexbiometrics.com and follow on Twitter @IDEXBiometrics
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
