Extraordinary General Meeting of Fingerprint Cards AB

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News Desk 2018
Extraordinary General Meeting of Fingerprint Cards AB (publ) on November 26, 2013

Among other resolutions, the Extraordinary General Meeting (EGM) of Fingerprint Cards AB (publ) (the "Company") approved a private placement of share warrants and resolved to approve the transfer of share warrants. A. Resolution concerning members of the Board Urban Fagerstedt was elected Chairman of the Board. Alexander Kotsinas and Johan Carlström were elected new Board Members. It was decided that Alexander Kotsinas' remuneration until the next Annual General Meeting in 2014 would be SEK 70,000. B. Issue of share warrants The EGM of the Company resolved that the Company will issue a maximum of 500,000 share warrants. The right to subscribe for the share warrants, disapplying the shareholders' preferential rights, is to accrue to Fingerprint Security System Databärare AB (the "Subsidiary"), a wholly owned subsidiary of the Company. Subscription is to be completed no later than November 27, 2013. The share warrants will be issued without consideration. The Subsidiary is to transfer the share warrants according to what is stated in "Transfer of share warrants" below. The Subsidiary has subscribed for 500,000 share warrants. The program was fully subscribed. Each share warrant entitles its holder to subscribe for one new class B share in the Company. In accordance with the terms and conditions for the share warrants, subscription may occur as of November 27, 2016 up to and including December 27, 2016. The subscription price is to correspond to 200 percent of the quoted volume-weighted average price paid for Class B shares in the Company on NASDAQ OMX Stockholm during the period from November 12, 2013 up to and including November 25, 2013. The subscription price has been set at SEK 90.16. The increase in the Company's share capital upon full exercise of the share warrants will amount to no more than SEK 100 000, corresponding to dilution of approximately 0.8 percent of the total number of shares in the Company and approximately 0.7 percent of the total number of voting rights in the Company. The reason for disapplying the shareholders' preferential rights is to enable the employees, by investing themselves, to participate in and work for a positive value trend for the Company's share during the entire period covered by the proposed program, and to enable the Company to recruit competent and committed personnel. C. Transfer of share warrants The EGM has resolved to approve the Subsidiary's transfer of share warrants on the following terms and conditions. The right to acquire share warrants from the Subsidiary is to accrue to one senior executive of Fingerprint Cards Group who, at the end of the application period, had not resigned or been dismissed. Allotment is conditional upon it being possible to legally implement the acquisition of share warrants and that, in the opinion of the Board of Directors, this can be done using reasonable administrative and financial resources. Application for the acquisition of share warrants is to be made up to and including November 27, 2013, and in lots corresponding to either the highest number of share warrants offered, or reduced by lots of 1,000 share warrants. Allotment is to be implemented in entire lots of 1,000 share warrants. Allotment is not to exceed 500,000 share warrants. The share warrants are to be transferred on market terms at a price established on the basis of a market value calculated by the independent valuation institute PwC using the Black & Scholes valuation model. The transfer price has been set at SEK 4.53. The participant in the warrant program will acquire the share warrants at market value. This entails that the program will not involve any personnel expenses pursuant to IFRS 2. D. Assignment and authorization The EGM authorized the Board of Directors of the Company to execute the resolution according to item A above and to ensure that the Board of Directors of the Subsidiary executes the transfer of warrants according to item B above. The EGM authorized the Board to make minor adjustments to the EGM's resolution that may prove necessary in conjunction with registration of the warrants at the Swedish Companies Registration Office and with Euroclear Sweden AB. E. Resolution in the Subsidiary The General Meeting of Shareholders of the Subsidiary has approved the transfer in accordance with item B above. For more information contact: Johan Carlström, CEO Fingerprint Cards AB (publ), +46 (0) 31-60 78 20, investrel@fingerprints.com About Fingerprint Cards AB (publ) Fingerprint Cards AB (FPC) markets, develops and produces biometric components and technologies that through the analysis and matching of an individual's unique fingerprint verify the person's identity. The technology consists of biometric sensors, processors, algorithms and modules that can be used separately or in combination with each other. The competitive advantages offered by the FPC's technology include unique image quality, extreme robustness, low power consumption and complete biometric systems. With these advantages and the ability to achieve extremely low manufacturing costs, the technology can be implemented in volume products such as smart cards and mobile phones, where extremely rigorous demands are placed on such characteristics. The company's technology can also be used in IT and Internet security, access control, etc. Fingerprint Cards AB (publ) discloses this information pursuant to the Swedish Securities Market Act (2007:528) and the Swedish Financial Instruments Trading Act (1991:980). The information was issued for publication on November 27, 2013, at 9:30 a.m. Important information Issuance, publication or distribution of this press release in certain jurisdictions could be subject to restrictions. The recipient of this press release is responsible for using this press release and the constituent information in accordance with the rules and regulations prevailing in the particular jurisdiction. This press release does not constitute an offer or an offering to acquire or subscribe for any of the company's securities in any jurisdiction. [HUG#1746072]

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