PRESS RELEASE
Gothenburg, January 12, 2010
Notification of Extraordinary General Meeting of Fingerprint Cards AB (publ)
Shareholders in Fingerprint Cards AB (publ) (“the Company”) are hereby invited to an Extraordinary General Meeting on Friday, February 12, 2010, at 5:30 p.m., at the Radisson Blu Scandinavia Hotel, Södra Hamngatan 59-65, Gothenburg, Sweden.
Registration
Shareholders intending to participate in the General Meeting must be listed in the shareholder register maintained by Euroclear Sweden AB (formerly VPC AB) not later then February 6, 2010 (“the record date”), and by stating name, civic registration number and number of shares held, register with the Company by post to: Fingerprint Cards AB, Box 2412, SE-403 16 Gothenburg, or to fax number +46 (0)31-13 73 85, or by e-mail to: investrel@fingerprint.se, not later than February 8, 2010 at 4:00 p.m. Since the record date is a Saturday, the shareholder must be listed in the shareholder register not later than February 5, 2010.
Shareholders who have trustee-registered shares must, in ample time prior to February 6, 2010 , must request that the trustee temporarily re-register the shares in the shareholder’s name to obtain entitlement to participate in the Meeting. Since the record date is a Saturday, re-registration must be completed not later than February 5, 2010.
Number of shares and votes
At the time of publication of this Notification, the total number of Class A shares in the Company is 1,200,000 with a vote value of 10, corresponding to 12,000,000 votes, and the total number of Class B shares in the Company is 38,469,586, with a vote value of 1, corresponding to 38,469,586 votes. Accordingly, at the time of publication of this Notification, there are a total of 39,669,586 shares and a total of 50,469,586 votes in the Company.
Business at the Meeting
Proposed agenda
1) Opening of the Meeting;
2) Election of Chairman for the Meeting;
3) Preparation and approval of voting list;
4) Approval of the agenda;
5) Election of two minutes checkers;
6) Determination that the Meeting has been duly convened;
7) The Board of Directors’ proposal for a resolution on the issue of warrants and approval of the transfer of share warrants, etc.;
8) Closing of the Meeting.
Item 2 – Election of Chairman for the Meeting
The Chairman of the Board, Tommy Trollborg, is proposed as Chairman for the Meeting.
Item 7 - The Board of Directors’ proposal for a resolution on the issue of warrants and approval of the transfer of share warrants, etc.
Shareholders jointly representing 34 percent of the number of votes and 16 percent of the capital in the Company have declared that they support the Board’s proposal for the issue of share warrants. The proposal essentially involves the following.
A. The Board proposes that the Company issue a maximum of 3,925,000 warrants. The right to subscribe for share warrants shall, with deviation from the shareholder’s preferential rights, be allotted to Fingerprint Security System Databärare AB, Corp. Reg. No. 556239-5938 (“the Subsidiary”), a wholly owned subsidiary of the Company. Subscription must be completed not later than February 19, 2010. The share warrants will be issued without charge. The subsidiary shall transfer the share warrants according to the terms stated in Item B below.
Each share warrant provides entitlement to subscribe for one new Class B share in the Company. Subscription for shares in accordance with the terms and conditions for share warrants may occur in the period commencing June 1, 2012 through August 31, 2012. The subscription price shall total an amount corresponding to 200 percent of the noted volume-weighted average purchase price for Class B shares in the Company on the NASDAQ OMX Stockholm during the period commencing February 15, 2010 through February 26, 2010. The increase in the Company’s share capital on full exercise of the share warrants will amount to not more than SEK 785,000, which corresponds to dilution of approximately 8.9 percent of the total number of shares in the Company and approximately 7.2 percent of the total number of votes in the Company.
The reason for deviation from the shareholders’ preferential right is that the employees, by investing themselves, shall partake of and work for a positive value trend for the Company’s share during the entire period comprised by the proposed program.
B. The Board proposes that the General Meeting approve the Subsidiary’s transfer of share warrants on the following terms and conditions.
The right to acquire share warrants from the subsidiary will be allotted to all employees of the Fingerprint Cards Group in Sweden, who have not resigned or been notified of termination of employment at the end of the registration period. Allotment is conditional upon it being possible to legally implement the acquisition of share warrants and that this can be done using reasonable administrative and financial resources according to the Board’s assessment. Registration for the acquisition of share warrants shall occur in the period commencing February 16, 2010 until March 1, 2010 and in lots corresponding to either the highest number of share warrants offered or reduced by lots of 1,000 share warrants. Allotment shall be made in full lots of share warrants and in the number for which the person entitled to make the acquisition has applied, unless the reduction is made because the number of registrations exceeds the number of share warrants issued. Allotment can be made to the following three categories: CEO, Other Executives and Other Employees. The highest number of share warrants per employee in each category is 2,181,000 share warrants for the CEO, 436,000 share warrants for Other Executives and 50,000 share warrants for Other Employees.
The share warrants shall be transferred on market terms at a price established on the basis of a calculated market value for the share warrants using the Black & Scholes valuation model as calculated by an independent valuation institute. The share warrants not acquired by those entitled to make the acquisition as described above shall be retained until further notice in the Subsidiary to enable them to be offered to future employees on market terms in accordance with instructions from the Board of the Company.
C. The Board proposes that the General Meeting assign the Board of the Company to implement the issue resolution in accordance with Item A above and ensure that the Board of the Subsidiary implements the sale of the share warrants in accordance with Item B above. It is further proposed that the Board be authorized to make minor adjustments to the General Meeting’s resolution that may prove necessary in conjunction with registration with the Swedish Companies Registration Office and affiliation of the share warrants with Euroclear Sweden AB (formerly VPC AB).
Majority requirement
For a valid resolution in accordance with the proposals of the Board contained in Item 7, the resolution must be supported by shareholders with not less than nine-tenths of the votes cast and the shares represented at the General Meeting. The General Meeting of the Subsidiary must also approve the resolution on transfer in accordance with Item 7B above.
Documentation, etc.
Complete proposals for the resolution and documentation in accordance with Ch. 14 Section 8 of the Companies Act will be available at the Company’s office and on the Company’s website, www.fingerprints.com, not later than as of January 29, 2010. Copies of this documentation will be automatically sent to shareholders who have registered for the Meeting and who have provided their postal address.
___________________________
Gothenburg, January 2010
Fingerprint Cards AB (publ)
Board of Directors
*This press release is a translation of the press release issued in Swedish concurrently.
For further information, please contact:
Johan Carlström President & CEO Fingerprint Cards AB
+46 (0)31-607820