Notice to attend Extraordinary General Meeting of Fingerprint Cards AB (publ)
The shareholders of Fingerprint Cards AB (publ), Corp. Reg. No. 556154-2381 (hereinafter referred to as the "Company"), are hereby invited to attend an Extraordinary General Meeting ("EGM") to be held on Tuesday, September 20, 2022.
Due to the situation as a result of Covid-19 and in order to reduce the risk of spreading the coronavirus, the Meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e. the Meeting will be held without physical presence.
A. Right to participate at the Meeting
In order to participate in the EGM, a shareholder shall:
- be registered in the register of shareholders maintained by Euroclear Sweden AB as of Monday, September 12, 2022, and
- notify attendance at the EGM no later than Monday, September 19, 2022. The exercise of voting rights in accordance with the mail-in procedure will be considered as a notification from the shareholder to attend the meeting.
Shareholders whose shares are registered in the names of banks or other nominees must temporarily register the shares in their own name in order to be entitled to participate in the EGM via the mail-in process. As such registration must be in place as of Wednesday, September 14, 2022, shareholders must inform the nominee of the registration well in advance of that date.
B. Overview of Mail-In Procedures for the EGM
The Board of Directors of Fingerprint Cards AB has resolved that the shareholders may exercise their voting rights at the EGM only via advance voting, so called postal voting, pursuant to Section 22 of the temporary act on general meetings (2022:121). Specifically, the following procedures will apply:
- The EGM will take place on Tuesday, September 20, 2022. However, no shareholders, proxy holders or other external persons will be able to attend in person.
- Shareholders will only be able to participate in the EGM by voting on the matters and the proposals on the meeting agenda and submitting questions to the Company in advance. See Section C, below, for more details on how.
- The Agenda for the EGM is as set forth below in Section D below.
- There will be no webcast in connection with the EGM. A press release will be issued following the EGM informing of those material items that are approved by the EGM as soon as the outcome of the mail-in voting procedure has been finally established. Details of the actual voting results will be included in the minutes of the meeting and will be published within two weeks thereafter.
C. Process for Advanced Voting and Questions
A shareholder can exercise his/her/its shareholder’s rights at the EGM by (A) voting in advance on the items on the agenda of the EGM, and (B) submitting questions to the Company in connection with the EGM. Any registered shareholder intending to participate in the EGM (via advanced voting or questions), must submit the following information in connection with their respective submissions:
- the shareholder’s name,
- personal or organization number,
- postal address,
- email address, and
- telephone number.
The data received will be computerized and used solely for the purpose of the EGM.
For shareholders wishing to participate through an authorized representative (i.e., where such authorized representative is the one submitting advanced voting or questions on behalf of such shareholder), the Company will provide power of attorney templates on the Company’s website. Shareholders participating through an authorized representative must submit the power of attorney together with the voting form. If the shareholder is a legal entity, a copy of a registration certificate or a corresponding document for the legal entity shall be enclosed.
C1. Advance voting
Advance voting will be available until Monday, September 19, 2022. A shareholder can vote in advance by any of the following methods:
- Website Voting: Voting may be done electronically through signing with BankID on the Company’s website https://www.fingerprints.com/egm2022;
- Email Voting: Voting may be submitted by completing the advance voting form available on the Company’s website https://www.fingerprints.com/egm2022 and then emailing such form to the following email address firstname.lastname@example.org, together with any power of attorney and/or other authorization documents (See Section C, above).
- Regular Mail: Voting may be submitted by completing the advance voting form available on the Company’s website https://www.fingerprints.com/egm2022 and after completion sending a physical copy (i.e., printed out) of such form, together with any power of attorney and/or other authorization documents (See Section C, above) to the following address, Computershare AB, ”Fingerprint Cards EGM”, Box 5267, 102 46 Stockholm, Sweden.
A shareholder cannot give any other instructions than selecting one of the options specified at each point in the advanced voting form. A vote (i.e. the postal voting in its entirety) is invalid if the shareholder has modified the form to provide specific instructions or conditions or if pre-printed text is amended or supplemented.
The advanced voting form, together with any enclosed power of attorney and other authorization documentation, must have been received by Fingerprint Cards no later than on Monday, September 19, 2022. If received later, the vote will be disregarded.
For any questions regarding advance voting, please contact Computershare AB, ph.+46 771 24 64 00, between 9:00 a.m. and 4:00 p.m. (CET) weekdays.
Questions to the Company in connection with the EGM can be submitted to Fingerprint Cards up until Saturday, September 10, 2022. Shareholders wishing to pose questions may do so by any of the following methods:
- Email: Questions may be submitted by emailing to the following email address: email@example.com
- Regular Mail: Questions may be submitted by regular mail to the following address, Fingerprint Cards AB, “Fingerprint Cards EGM”, Kungsgatan 20, 411 19 Göteborg, Sweden.
The shareholder must include name of the shareholder, personal or organization number and postal address, for the question to be answered.
Questions submitted by shareholders must have been received by Fingerprint Cards no later than on Saturday, September 10, 2022, and will be responded to and published not later than on Thursday, September 15, 2022. The questions and responses will be available at the Company, Fingerprint Cards AB, Kungsgatan 20, 411 19 Göteborg, Sweden and on the Company’s website, https://www.fingerprints.com/egm2022, and will be sent to the shareholder provided the shareholder’s address is known by the Company or provided by the shareholder together with the question.
The Board of Directors and the CEO shall, upon request of a shareholder, and provided that the Board of Directors deems this can be done without causing significant harm to the Company, inform about circumstances which may affect the assessment of an item on the agenda.
D. Matters to be addressed at the Meeting
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 attest the minutes
6) Determination of whether the Meeting has been duly convened
7) Determination of the number of Board members
8) Determination of remuneration to resigning Board members and proposed new Chairman of the Board
9) Election of Chairman of the Board
10) Closing of the Meeting
Proposals for resolution, etc.
Nomination Committee´s proposals concerning items 2 and 7-9 on the agenda
Item 2 – Election of Chairman for the Meeting
The Nomination Committee proposes that attorney-at-law Björn Kristiansson be appointed Chairman of the EGM, or if he is unable to attend, any other person proposed by the Board of Directors.
Item 7 – Determination of the number of Board members
The Nomination Committee proposes that the Board of Directors comprise of five (5) ordinary members and no deputy members.
Item 8 –Determination of remuneration to resigning Board members and proposed new Chairman of the Board
The Nomination Committee proposes that the fee to resigning Members shall be paid for each commenced calendar month of the term between the AGM and the EGM with 1/12 of the at the AGM 2022 decided (i) board remuneration and (ii) remuneration for committee work.
The Nomination Committee proposes that the remuneration to the proposed new Chairman shall be SEK 450,000 (corresponding to 8/12 of the at the AGM 2022 decided remuneration to the Chairman).
Item 9 – Election of Chairman of the Board
With the dismissal of Sofia Bertling and Tomas Mikaelsson, the Nomination Committee proposes that Christian Lagerling is elected as new Board member and Chairman of the Board.
The Board of Directors is thus proposed to consist of Ted Elvhage, Alexander Kotsinas, Dimitrij Titov, Juan Vallejo and Christian Lagerling.
Information on Christian Lagerling can be found on the Company's website, www.fingerprints.com.
Board of Directors' motions for resolutions concerning items 3 and 5 on the agenda
Item 3 - Preparation and approval of the voting list
The voting list that is proposed to be approved is the voting list that has been prepared by Computershare AB, based on the general meeting share register and votes received, checked by the persons verifying the minutes.
Item 5 - Election of two persons to attest the minutes
The Board of Directors proposes that two persons to verify the minutes be elected, and that Helen Fasth Gillstedt (representing Handelsbanken Fonder) and Johan Carlström are elected, or, if someone or both of them are unable to attend, any other person proposed by the Board of Directors.
E. Documentation and number of shares and votes
Documentation will be available at the Company and on its website, www.fingerprints.com, no later than three weeks prior to the EGM. These documents will also be sent to shareholders requesting such documentation and who have provided their postal address. The share register for the Meeting will be available at the Company. All documents, including the share register for the Meeting, will be presented by being available this way.
On the date of publication of this official notification, the total number of shares in the Company is 298,000,000 (6,000,000 A-shares and 292,000,000 B-shares). The total number of votes is 352,000,000. The Company holds 3,800,000 own B-shares.
Gothenburg, August 2022
Fingerprint Cards AB (publ)
Board of Directors