Fingerprint Cards successfully completes private placement

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News Desk 2018
Fingerprint Cards successfully completes private placement of SEK 120 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, JAPAN OR HONG KONG OR IN ANY JURISDITION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. Press release, Gothenburg, Sweden 17 December 2013 Fingerprint Cards AB (publ) ("FPC" or the "Company") today announces that it has completed a private placement of 2,500,000 new class B shares, providing the company with SEK 120 million before transaction costs. The private placement, which was announced on 16 December 2013, has allowed FPC to place 2,500,000 new class B shares with international institutional investors at a price of SEK 48 per share. The proceeds from the private placement are intended to be used to fund the development of the Company and for general corporate purposes. For the purpose of the private placement, the Board of Directors of FPC has resolved, pursuant to the authorization given by the 2013 annual general meeting, on a directed issue of 2,500,000 new class B shares. The purpose of the resolution to issue new shares, deviating from the shareholders' preferential rights, is primarily to broaden the long-term international institutional ownership in FPC, and to take advantage of an opportunity to raise capital for the above-mentioned purposes on attractive terms, thereby promoting FPC's ability to create further value to all shareholders. The resolution of the Board of Directors is conditional upon the registration of the new issue with the Swedish Companies Registration Office not later than on 20 December 2013 and Piper Jaffray and Carnegie Investment Bank (the "Placing Agents") not having terminated the placing agreement entered into with FPC prior thereto. FPC will make an announcement when the conditions are satisfied and the new issue is definitive. Through the issue, the number of class B shares in FPC increases by 2,500,000 from 50,461,135 to 52,961,135 and the share capital increases by SEK 500,000 from SEK 10,332,227 to SEK 10,832,227. The new issue results in an equity dilution of 4.6 percent after completed issue. Johan Carlström, CEO of FPC, comments "We are pleased with the support we have received from international investors and welcome them as shareholders. The transaction strengthens our financial position and enables the company to proactively capitalize on the opportunities arising as the market grows and keep up the tempo in our current expansion." Placing Agents and legal advisors Piper Jaffray and Carnegie Investment Bank acted as placing agents to FPC. Wistrand acted as legal advisor to FPC. Gernandt & Danielsson and White & Case acted as legal advisors to Placing Agents. The above information has been made public in accordance with the Securities Market Act. The information was submitted for publication at 08.00 (CET) on 17 December 2013. For further information, please contact: Johan Carlström, CEO of Fingerprint Cards AB (publ), +46 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 (FPC) is listed on NASDAQ OMX Stockholm (FING B) and has its head office in Gothenburg, Sweden. Important Information The release, publication or distribution of this press release in certain jurisdictions may be restricted. This press release does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of the Company in any jurisdiction. This press release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.  Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company or the selling security holder and that will contain detailed information about the Company and its management, as well as financial statements of the Company. Copies of this announcement should not be made in and may not be distributed or sent into the United States, Canada, Australia, Singapore, South Africa, Switzerland, Japan or Hong Kong. This press release is not a prospectus for the purposes of Directive 2003/71/EC, as amended by Directive 2010/73/EU (such Directive, together with any applicable implementing measures under such Directive in the relevant home Member State, the "Prospectus Directive"). The Company has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the Private Placement. With respect to each Member State of the European Economic Area and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. In any Relevant Member State this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The Placing Agents are acting exclusively for the Company and no one else in connection with the Private Placement. They will not regard any other person (whether or not a recipient of this press release) as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Private Placement or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by each of the Placing Agents as to the accuracy, completeness or verification of the information set forth in this press release, and nothing contained in this press release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of the Placing Agents assume no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this release or any such statement. The Private Placement will be subject to the condition that any offering of the new shares completes and that the new shares are issued and duly and timely registered with the Swedish Companies Registration Office. In particular, it should be noted that any such offering and formal documentation relating thereto will be subject to conditions and termination events, including those which are customary for such offerings. The Placing Agents reserve the right to exercise or refrain from exercising their rights in relation to the fulfillment or otherwise of any such conditions or the occurrence of any termination event in such manner as they may determine in their absolute discretion. Any investors in the Private Placement will be deemed to acknowledge that any offering of the new shares hence may not be completed and that neither the company nor the Placing Agents in such event shall have any liability to the investors. Any investors in the Private Placement will further be deemed to acknowledge (i) the information in this press release, (ii) that the investors are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the company, the Placing Agents or any of their respective affiliates, and (iii) that they have consulted with their own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent they have deemed necessary, and they have made their own investment decisions based upon their own judgment and upon any advice from such advisers as they have deemed necessary. Any investors are also expected to execute a customary investor letter. The company has not given, and the investors have not received from the company, any non-public information in connection with the Private Placement. Certain statements in this press release are forward-looking, which reflect the Company's current expectations and projections about future events. These statements may be identified by such words as "may," "plans," "expects," "believes" and similar expressions or by their context. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions will include, but will not be limited to, those discussed on the Company's website under "Financial info-Risks," which can be accessed at: http://www.fingerprints.com/corporate/en/financial- information/risks/.  Forward-looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or supplement any estimate, forecast or projection, whether as a result of new information, future events or otherwise or otherwise provide additional information. [HUG#1750341]

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