Notification of Extraordinary General Meeting in Fingerprint Cards AB (publ)


The shareholders in Fingerprint Cards AB (publ), reg. no 556154-2381 (the
“Company”) are hereby invited to an Extraordinary General Meeting on Monday,
March 4, 2013, at 6:00 p.m., at the Scandic Park Hotel, Karlavägen 43 in
Stockholm, Sweden.

Notice of Attendance
Shareholders who wish to attend the General Meeting must:

(i) be recorded in the share register kept by Euroclear Sweden AB on February
26, 2013, and

(ii) notify the Company of their intent to attend the General Meeting, stating
name, personal or corporate identity number, and the number of shares held in
the Company, by mail to the address: Fingerprint Cards AB, P.O. Box 2412, SE-403
15 Gothenburg, Sweden, or by fax +46(0)31-137385, or by e-mail:
investrel@fingerprint.se, no later than on February 26, 2013, at 4:00 p.m.

Should a shareholder wish to bring one or two assistants to the General Meeting,
this must be informed of in connection with the notice of attendance.
Shareholders who hold their shares through nominees must, well in advance of
February 26, 2013, request that such nominee temporarily registers the shares in
the shareholder’s name in order to be entitled to attend the General Meeting.
Such registration must be completed with Euroclear Sweden AB on February 26,
2013.

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, each representing 10 votes, corresponding to
12,000,000 votes, and the total number of class B shares in the Company is
46,608,135, each representing 1 vote, corresponding to 46,608,135 votes. Thus,
at the time of issuance of this notification, there is a total of 47,808,135
shares and a total of 58,608,135 votes in the Company. The Company does not hold
any of its own shares.

Representatives
Shareholders represented by proxy shall issue a proxy for the representative. A
proxy form is available at the Company’s website www.fingerprint.se and will be
sent free of cost to the shareholders who so request and state their address.
Representatives of legal entities shall submit a certified copy of a
registration certificate or similar documentation for the legal entity. Such
registration certificate or similar documentation may not be issued more than
one (1) year prior to the date of the General Meeting. The proxy in original,
and, where applicable, the registration certificate or similar documentation,
should be submitted to the above address well in advance of the General Meeting.

Business at the General Meeting

Proposal for Agenda

1)       Opening of the General Meeting;

2)       Election of Chairman at the General Meeting;

3)       Preparation and approval of voting list;

4)       Approval of the agenda;

5)       Election of two persons to approve the minutes;

6)       Determination of whether the General Meeting has been duly convened;

7)       Resolution on issue of share warrants and resolution on approval of
transfer of share warrants, etcetera;

8)       Closing of the General Meeting.

Item 7 - The Board of Directors’ proposal for resolution on issue of share
warrants and approval of transfer of share warrants, etcetera

Shareholders jointly representing approximately 23.3 percent of the votes and
5.9 percent of the capital in the Company have declared that they support the
Board of Directors’ proposal for resolution on issue of share warrants under
this Item. The proposal is essentially the following.

A. The Board of Directors proposes that the Company shall issue a maximum of
1,300,000 share warrants. The right to subscribe for the share warrants shall,
with deviation from the shareholders’ preferential right, be allotted to
Fingerprint Security System Databärare AB, reg. no 556239-5938 (the
“Subsidiary”), a wholly owned subsidiary of the Company. Subscription must be
completed no later than March 5, 2013. The share warrants will be issued without
consideration. The Subsidiary shall transfer the share warrants according to
what is stated in Item B below.

Each share warrant entitles its holder to subscribe for one new class B share in
the Company. Subscription of shares in accordance with the terms and conditions
of the share warrants may be made as from February 5, 2016 up to and including
March 5, 2013. The subscription price will correspond to 200 percent of the
quoted volume-weighted average purchase price for class B shares in the Company
on NASDAQ OMX Stockholm from February 18, 2013 up to and including March 1,
2013. The increase in the Company’s share capital upon full exercise of the
share warrants will amount to SEK 260,000, and corresponds to a dilution of
approximately 2.3 percent of the total number of shares in the Company and
approximately 1.9 percent of the total number of votes in the Company
considering the shares that can be issued upon full exercise of the previously
issued share warrants and the share warrants which may be issued in accordance
with this proposal for resolution.

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 of the Company’s share during the entire period covered by the
proposed program, as well as to enable the Company to recruit competent and
committed personnel.

B. The Board of Directors proposes that the General Meeting approves the
Subsidiary’s transfer of share warrants on the following terms and conditions.

The right to acquire share warrants from the Subsidiary shall only be given to a
new key employee in the senior management team and provided that such person at
the end of the application period have not been notified of termination of
employment, or resigned. Allotment is conditional upon it being possible to
legally implement the acquisition of share warrants, and that this according to
the assessment of the Board of Directors can be done using reasonable
administrative and financial resources. Application for acquisition of share
warrants can be made as from February 18, 2013 up to and including March 1,
2013, 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 1,000 share warrants.

The share warrants shall be transferred on market terms at a price established
on the basis of a market value calculated by an independent valuation institute
using the Black & Scholes valuation model. The Company’s Board of Directors may
decide to cancel share warrants that are not transferred to employees and share
warrants that have been re-purchased from employees. Cancellation shall be
registered with the Swedish Companies Registration Office.

C. The Board of Directors proposes that the General Meeting authorizes the
Company’s Board of Directors to implement the issue resolution in accordance
with Item A above and to ensure that the Subsidiary’s Board of Directors
implements the transfer of the share warrants in accordance with Item B above.
It is further proposed that the Board of Directors is authorized to make such
minor adjustments to the General Meeting’s resolution which may prove necessary
in connection with registration of the share warrants with the Swedish Companies
Registration Office and affiliation of the share warrants with Euroclear Sweden
AB.

Majority requirement, etcetera

For a resolution in accordance with Item 7 to be valid, the resolution must be
supported by shareholders representing at least nine-tenths of the votes cast
and the shares represented at the General Meeting. A General Meeting in the
Subsidiary must also approve the resolution on transfer in accordance with Item
7 B above.

Documentation, etcetera
Complete proposals for the resolution and documentation in accordance with
Chapter 14, Section 8 of the Swedish Companies Act (Sw. aktiebolagslagen
(2005:551)) will be available at the Company’s office and on the Company’s
website, www.fingerprint.se, no later than from February 11, 2013. Copies of
this documentation will be sent to shareholders who have registered for the
General Meeting and who have provided their postal address.

Disclosures at the Meeting
If any shareholder so requests and the Board of Directors deems that it can be
done without causing material harm to the Company, the Board of Directors and
the CEO shall provide disclosures about circumstances that may affect the
assessment of (i) an item on the agenda, or (ii) the Company’s relationship to
another group company.

___________________________

Gothenburg, February 2013

Fingerprint Cards AB (publ)

The Board of Directors

For further information, please contact:
Johan Carlström, CEO of Fingerprint Cards AB (publ), +46 (0)31-60 78 20,
investrel@fingerprints.com
Fingerprint Cards AB (publ), P.O. Box 2412, SE-403 16 Gothenburg, Sweden
www.fingerprints.com

Fingerprint Cards AB (FPC) is listed on Nasdaq OMX Stockholm (FING B) and has
its head office in Gothenburg, Sweden.
Fingerprint Cards AB (publ) discloses this information pursuant to the Swedish
Securities Market Act (Sw. lagen (2007:528) om värdepappersmarknaden) and the
Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med
finansiella instrument). The information was issued for publication on February
7, 2013, at 8:00 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 Fingerprint Cards securities in any
jurisdiction.

Please note that this is an unofficial translation of the Swedish original
version. In the event of any discrepancies, the Swedish version shall prevail.

Pièces jointes

02071569.pdf
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