PRESS RELEASE
Gothenburg May 5, 2009
Annual General Meeting in Fingerprint Cards AB (publ)
The shareholders in Fingerprint Cards AB are hereby invited to attend the Annual General Meeting to be held at 17.30 p.m. on Thursday June 4, 2009 at the Radisson SAS Scandinavia Hotel, Södra Hamngatan 59 – 65 in Gothenburg.
Presently outstanding number of shares and votes
The total number of outstanding shares in the company at May 4, 2009, is 19 834 793, of which 600 000 are A shares and 19 234 793 are B shares. The total number of votes in the company at May 4, 2009, is 25 234 793.
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 two persons to approve the minutes
6. Determination whether the Meeting has been duly convened
7. The Managing Director´s report
8. Presentation of the Annual Report and the Auditor´s Report and the Consolidated Financial Statements and the Group Auditor´s Report
9. Resolutions regarding
a) adoption of the Statement of Income and the Balance Sheet and the Consolidated Statement of Income and the Consolidated Balance Sheet
b) appropriation of the company´s loss according to the adopted Balance Sheet
c) discharge from liability of the Board of Directors and the Managing Director
10. Determination of remunerations to the auditors
11. Determination on number of board members
12. Determination of remunerations to the Board of Directors
13. Election of members and chairman of the Board
14. Determination on guidelines for appointment of Nomination Committee
15. Resolution regarding amendment of §4 and §5 and §9 of the Articles of Association
16. Resolution regarding authorization of the Board to resolve upon issue of new shares with preferential rights for the present shareholders. The new issue and the increase of the share capital must follow the constraints of the articles of association such as they have been decided under item 15 in the agenda
17. Resolution regarding authorization of the Board to, until the time of the next AGM, resolve upon directed issues of new B shares to mainly institutional, industrial, and financial investors. These directed share issues may lead to an increase of the share capital with a maximum of SEK 1 600 000
18. Authorization of the Board of Directors to execute such minor amendments to the resolutions taken which might be required to register the same.
19. Closing of the meeting
For further details, please contact:
Lennart Carlson, CEO Fingerprint Cards AB
+46 31 60 78 20, investrel@fingerprints.com
Fingerprint Cards AB, Box 2412, S-403 16 Gothenburg
www.fingerprints.com
The Nomination Committee´s proposals regarding matters on the agenda
The Nomination Committee – composed of Mr Anders Hultqvist, Mr Oskar Nilsson and Mr Tommy Trollborg – has submitted the following proposals with regard to items 2 and 10-14 on the agenda. These proposals are supported by shareholders representing approximately 30 per cent of the voting rights in the Company as per 6 April 2009.
that the Chairman of the Board, Mr Perc Brodén, is elected Chairman at the AGM
that the auditors receive a fee on the basis of approved invoices
that the board shall consist of four members
that a fee of SEK 85 000 shall be paid to the Chairman of the Board and that each member shall receive SEK 60 000 on an annual basis
that Board members Tommy Trollborg, Géza Fülöp and Christer Bergman will be re-elected and new election of Mr Urban Fagerstedt. Mr Perc Brodén and Mr Lennart Carlson have declined re-election. Mr Urban Fagerstedt, Master of Science, is VP R&D of Huawei Technologies Sweden AB and Senior Adviser to Huawei China
that Mr Tommy Trollborg be elected Chairman of the Board
that the Chairman of the Board will be appointed a member of the Nomination Committee and that, following consultations with the biggest shareholders in terms of voting power as at 1 October 2009, he appoints another two members. The Nomination Committee shall among themselves appoint a chairman who may not be the Chairman of the Board. Should any shareholder represented by one of the members of the Nomination Committee cease to be one of the major shareholders of the Company, or should a member of the Nomination Committee for some other reason leave their position before the AGM 2010, then the remaining members of the Nomination Committee shall have the right to appoint another representative of the larger shareholders to replace such a departing member. In advance of the AGM 2010 the tasks of the Nomination Committee shall be: to prepare for the election of Chairman and other Board members; the election of a Chairman to serve at the AGM; to deal with remuneration and related matters.
The Board´s proposals regarding matters on the agenda
9 b. Proposal for appropriation of loss
The Board of Directors proposes that no dividend be declared for the financial year
15. Proposal for amendment of the Articles of Association
The Board of Directors proposes that the AGM resolves to amend §4 of the Articles of Association, ”Share capital”, to read as follows: The minimum capital stock of the Company shall be SEK 3 000 000 and the maximum capital stock shall be SEK 12 000 000. The number of shares shall be minimum 15 000 000 and maximum 60 000 000.”
The Board of Directors proposes that the AGM resolves to amend §5 “Class of shares” of the Articles of Association, first paragraph to read as follows: “The Company´s shares may be issued in two different classes, series A carrying ten (10) votes per share and series B carrying one (1) vote per share. Shares of series A may be issued to a maximum number of 4 500 000 and shares of series B to a maximum number of 55 500 000.”
The Board of Directors proposes that the AGM resolves to amend § 9 in the Articles of Association, the third sentence, to read as follows: “Notice shall be made through an announcement in Post- och Inrikes Tidningar and on the Company’s website. The fact that notice has been given shall be advertised in Dagens Industri.” In addition, the Board of Directors proposes that the resolution by the Annual Meeting regarding amendment to the Articles of Association shall be conditional on an amendment to the Companies Act’s (SFS 2005:551) rules relating to the way of giving notice having come into force, which means that the proposed wording of Para 9 above is compatible with the Companies Act.
16. Proposal for resolution on authorization of the Board to resolve upon issue of new shares with pre-emption rights for the existing shareholders.
The Board of Directors proposes that:
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the Meeting authorizes the Board to, until the time of the next Annual General Meeting, resolve upon issue of new shares of series A and series B to a number that follows the constraints in the articles of association such that they have been decided upon under item 15 in the agenda
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that the company´s shareholders have pre-emption rights to subscribe for the new shares at terms that will be resolved upon later
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that shares shall be paid for in cash at a subscription price per share that will be determined by the Board
17. Resolution regarding authorization of the Board to resolve upon issue of new B shares with deviation from the shareholders´ pre-emption rights.
The Board proposes
that the Meeting authorizes the Board to, on one or more occasions until the time of the next AGM, resolve upon issue of new B shares of up to a maximum of 8 000 000 B shares, however within the constraints of the articles of association such as they have been decided under item 15 in the agenda while also considering execution of the authorization under item 16 in the agenda
that the new issue may be made with deviation from the shareholders´ pre-emption rights (prescription shall mainly be made available to institutional, industrial, and financial investors)
that shares shall be paid for in cash and at a fair market price that will be determined by the Board
18. Immaterial amendments
The annual general meeting of the shareholders is proposed to authorize the Board of Directors, or someone appointed by the Board, to execute such minor amendments to the above resolutions which might be required to register the same.
Available documents
The complete proposals of the Board of Directors are available to the shareholders at the company and on its website www.fingerprints.com. Copies of the documents will also be sent to shareholders who so request.
In order to be able to vote at the Annual General Meeting, shareholders with nominee-registered shares through trust department of a bank or a private broker must have the shares temporarily owner-registered with Euroclear Sweden AB. Such registration must be made on May 29, 2009. Consequently, the shareholders must notify their nominee in due time before said date. Shareholders who wish to attend the Meeting must notify the company of their intent to attend the Meeting at the address Fingerprint Cards AB, P.O. Box 2412, 403 16 Gothenburg, Sweden, by telefax +46 31 137385 or by e-mail: investrel@fingerprints.com by Friday May 29, 2009. When giving notice to attendance, the shareholder shall state name, personal identity or corporate registration number, address, telephone number and amount of shares owned.
Gothenburg May 2009
The Board of Directors
Fingerprint Cards AB (publ)