<p>
The shareholders of Fingerprint Cards AB (publ), Corp. Reg. No. 556154-2381,
(“the Company”) are hereby invited to attend the Annual General
Meeting to be held at 5.30 p.m. on Thursday, June 16, 2011 at the Radisson SAS
Scandinavia Hotel, Södra Hamngatan 59-65 in Gothenburg, Sweden.</p>
<p>
<strong>A. Right to participate in the Meeting</strong></p>
<p>
Shareholders wishing to attend the Annual General Meeting must be entered in
the share register kept by Euroclear Sweden AB on Friday, June 10, 2011, and
notify the Company of their intention to attend the Meeting not later than June
10, 2011, at 4.00 p.m. at the following address: Fingerprint Cards AB, Box
2412, SE-403 16 Gothenburg, or by fax at +46 (0)31-13 73 85, or via e-mail:
investrel@fingerprints.com,</p>
<p>
On giving notice of attendance, the shareholder shall state their name,
personal or corporate identity number, address, telephone number, e-mail
address and shareholdings. A proxy form for shareholders wishing to participate
via proxy will be available on the Company’s website,
www.fingerprints.com. Proxy and representatives of a legal entity shall submit
relevant papers of authorization. Representatives of a legal entity shall also
submit a registration certificate not later than June 15, 2011. This document
may not be older than one year</p>
<p>
In order to participate in the proceedings of the Annual General Meeting,
owners with nominee-registered shares must request their bank’s trustee
department to have their shares temporarily owner-registered with Euroclear
Sweden AB. Such registration must be made as of Wednesday, June 10, 2011, and
the nominee should therefore be notified in due time before the said date.</p>
<p>
<strong>B. Matters be addressed at the Meeting</strong></p>
<p>
Proposal for agenda</p>
<p>
1)        Opening of the Meeting</p>
<p>
2)       Election of Chairman of the Meeting</p>
<p>
3)        Preparation and approval of the
voting list</p>
<p>
4)       Approval of the agenda</p>
<p>
5)       Election of two persons to approve the
minutes</p>
<p>
6)       Determination whether the Meeting has
been duly convened</p>
<p>
7)        The President’s
presentation</p>
<p>
8)       Presentation of the Annual Report and
the Auditor´s Report and the Consolidated Financial Statements and the
Group Auditor´s Report</p>
<p>
9)       Resolutions regarding:</p>
<p>
a)       adoption of the Income Statement and
the Balance Sheet and the Consolidated Income Statement and the Consolidated
Balance Sheet</p>
<p>
b)       appropriation of the Company´s
profits according to the adopted Balance Sheet</p>
<p>
c)        discharge from liability of the
Board of Directors and the President</p>
<p>
10)     Determination of the number of Board members</p>
<p>
11)     Determination of remuneration of the Board of
Directors</p>
<p>
12)     Determination of remuneration of the auditors</p>
<p>
13)     Election of Board members and Chairman of the
Board</p>
<p>
14)     Resolution on the composition of the Nomination
Committee</p>
<p>
15)     Resolution on approval of guidelines for
remuneration of senior executives.</p>
<p>
16)     Resolution regarding amendments to the Articles of
Association</p>
<p>
17)     Resolution regarding authorization of the Board,
until the time of the next Annual General Meeting, to resolve upon the issue of
Class B shares to institutional and financial investors, with deviation from
the preferential rights of shareholders.</p>
<p>
18)     Resolution regarding authorization of the Board,
until the time of the next Annual General Meeting, to resolve on the issue of
shares with preferential rights for shareholders.</p>
<p>
19)     Resolution regarding authorization of the Board to
execute minor amendments to decisions taken at the Annual General Meeting in
conjunction with registration with the Swedish Companies Registration Office
and Euroclear Sweden AB</p>
<p>
20)    Close of the meeting</p>
<p>
<strong>Proposal for motion, etc.</strong></p>
<p>
<strong>The Nomination Committee’s proposals relating to items 2, 10-14
on the agenda. </strong></p>
<p>
In accordance with the resolution by the Annual General Meeting, the
Nomination Committee was formed in line with the ownership division at October
1, 2010, and comprises Dimitrij Titov, Chairman of the Board, Tommy Trollborg,
and Lars Söderfjell.</p>
<p>
<strong>Item 2 – Election of Chairman of the Meeting</strong></p>
<p>
The Nomination Committee proposes that attorney-at-law Dimitrij Titov be
appointed Chairman of the Annual General Meeting.</p>
<p>
<strong>Item 10 – Determination of the number of Board
members</strong></p>
<p>
The Nomination Committee proposes that the Board of Directors comprise five
(5) regular members and no deputy members.</p>
<p>
<strong>Item 11 – Determination of remuneration of Board of
Directors</strong></p>
<p>
The Nomination Committee proposes that the Board of Directors be paid a total
of SEK 570,000, of which SEK 170,000 to the Chairman of the Board and SEK
100,000 to each of the other Board member who are not employed in the
Company.</p>
<p>
<strong>Item 12 – Determination of remuneration of the
auditors</strong></p>
<p>
Remuneration of auditors shall be issued in accordance with approved
invoices.</p>
<p>
<strong>Item 13 – Election of Board members and Chairman of the Board
</strong></p>
<p>
The Nomination Committee proposes the reelection ofChrister Bergman, Urban
Fagerstedt, Anders Hultqvist and Sigrun Hjelmqvist. It is proposed that Mats
Svenssonbe elected as Chairman of the Board. Board member Tommy Trollborg has
declined reelection.</p>
<p>
A detailed description of proposed members is available on the Company’s
website www.fingerprints.com.</p>
<p>
<strong>Item 14 – Resolution on the Nomination Committee</strong></p>
<p>
The Nomination Committee proposes for the 2012 Annual General Meeting that the
composition of the Nomination Committee should be Tommy Trollborg, Dimitrij
Titov and Mats Svensson.</p>
<p>
The Nomination Committee’s mandate period extends until a new Nomination
Committee has been appointed.</p>
<p>
The Nomination Committee shall among the members of the Nomination Committee
appoint a Chairman of the Nomination Committee. The Chairman of the Board may
not be The Chairman of the Nomination Committee. </p>
<p>
If the shareholder who is a member of the Nomination Committee no longer
represents one of the largest shareholders in terms of voting rights, he/she
may step down from the Nomination Committee and, if it has been deemed
appropriate by the Nomination Committee, a representative of the next largest
shareholder in terms of voting rights shall be given the opportunity to replace
this person. The same applies if a member of the Nomination Committee steps
down for other reasons. The Nomination Committee shall prepare proposals
relating to the following issues for presentation at the 2012 Annual General
Meeting for approval: a) Proposal for Chairman of the Annual General Meeting b)
Proposal for Board members c) Proposal for Chairman of the Board d) Proposal
for remuneration of the Board e) Proposal for remuneration of auditors f)
Proposal relating to Nomination Committee for the 2012 Annual General
Meeting</p>
<p>
<strong>The Board of Directors’ proposals for motion relating to items
9b, 15-19 on the agenda</strong></p>
<p>
<strong>Item 9 b – Appropriation of the Company’s
profits</strong></p>
<p>
The Board of Directors and President propose that the net profit for the year,
non-restricted funds and retained earnings be appropriated in accordance with
the proposal in the Annual Report. It is proposed that no dividend be paid.</p>
<p>
<strong>Item 15 - Resolution on approval of guidelines for remuneration of
senior executives</strong></p>
<p>
A Remuneration Committee elected from within the Board’s ranks is
assigned the task of preparing guidelines for salaries and other employment
conditions for the President and other senior executives and presenting
proposals to the Board for a decision in such matters. The Board decides on
salaries and other remuneration to the President. The President determines
salary and other remuneration to other senior executives in accordance with the
Board’s guidelines. The term “other senior executives” refers
to the four individuals who alongside the President comprise Group management.
Basis remuneration levels shall be market based. Remuneration comprises a fixed
basic salary, variable remuneration calculated according to predetermined
targets, other benefits, pension and financial instruments in the form of
warrants. The division between fixed salary and variable remuneration is to be
in proportion to the executive’s responsibilities and authorities. The
variable remuneration for the President and other senior executives may amount
to a maximum of 40% of their total salary. At the salary review in 2011
and onward, most of the review shall focus on the variable component with the
aim of increasing the percentage of performance-based salary. The period of
notice from the Company shall not exceed six months. During the notice period
of not more than six months, full salary and employment benefits are to be
paid. Decisions regarding share and share-price-based incentive programs are
made by the Annual General Meeting.</p>
<p>
<strong>Item 16 - Resolution regarding amendments to the Articles of
Association</strong></p>
<p>
The Board of Directors proposes the following new wording:</p>
<p>
Article 9 Notice of a General Meeting of Shareholders shall be given in the
form of an announcement in Post- och Inrikes Tidningar and on the
Company’s website. Confirmation of the notice shall be announced in
Svenska Dagbladet. To be entitled to participate at a General Meeting of
Shareholders, a shareholder must (i) be included in the share register five
workdays prior to the meeting, and (ii) notify the company of its intention to
attend the meeting not later than 4:00 p.m. on the date set out in the notice
convening the General Meeting. Such day shall not be a Sunday, any other public
holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s
Eve and shall not occur earlier than five workdays prior to the meeting.
Assistants for shareholders may be brought to the Annual General Meeting only
if the shareholder registers the number of assistants not later than on the
date stated in the notice.</p>
<p>
<strong>Item 17 - Resolution regarding authorization of the Board to resolve
on the issue of Class B shares with deviation from the preferential rights of
shareholders</strong></p>
<p>
The Board of Directors proposes that the Board be granted the authority to, on
one or more occasions until the next Annual General Meeting is held, resolve to
issue a total of up to 9,000,000 Class B share, yet within the framework of the
limits stipulated by the Articles of Association and by observing the use of
the authorization mandate described in Item 18 of the agenda, in order to
finance and facilitate the accelerated expansion and development of the
Company, its market and products;</p>
<p>
that a decision to issue shares may be made with the inclusion of a deviation
from the shareholders´ preferential rights (primarily institutional and
financial investors shall subscribe for the shares).</p>
<p>
that the shares be paid for in cash at an issue price per share that will be
determined by the Board at a later date based on the price being determined on
the basis of market terms and conditions.</p>
<p>
<strong>Item 18 - Resolution regarding authorization of the Board to resolve
on the issue of shares with preferential rights for shareholders.</strong></p>
<p>
The Board of Directors proposes that the Board be granted the authority to, on
one or more occasions until the next Annual General Meeting is held, resolve to
issue a total of up to 9,000,000 Class B shares, with preferential rights for
shareholders, in order to finance and ensure the continued expansion and
development of the Company, its market and products.</p>
<p>
<strong>Item 19 – Minor amendments</strong></p>
<p>
It is proposed that the Meeting authorize the Board or the party appointed by
the Board to make minor amendments to the resolutions passed at the Annual
General Meeting should they be required in conjunction with registration with
the Swedish Companies Registration Office or Euroclear Sweden AB.</p>
<p>
<strong>C. Information, documentation and number of shares and votes
</strong></p>
<p>
For valid resolutions pursuant to Items 16 and 17 above, the resolution must
have the support of not less than two-thirds of both the stated number of votes
and of the number of votes represented at the Meeting.</p>
<p>
If so requested by any shareholder and the Board deems that it will not have
any material damage for the Company, the Board and President are to disclose
information concerning (i) circumstances that could affect the assessment of an
item on the agenda, (ii) circumstances that could impact the financial
situation of Fingerprint Cards or its subsidiaries, and (iii) have an impact on
Fingerprint Card’s relation with other Group companies and its
consolidated financial statements.</p>
<p>
The financial statements, auditor’s report, auditor’s statement
and other documentation will be available from the Company not later than two
weeks prior to the Meeting on the Company’s website <a
href="http://www.fingerprints.com/">www.fingerprints.com</a>. These documents
will also be sent to shareholders requesting such documentation and who have
provided a postal address.</p>
<p>
On the date of publication of this notice, the total number of shares in the
Company was 43,609,586. The total number of votes was 54,409,586.</p>
<p>
____________________</p>
<p>
Gothenburg, May 2011</p>
<p>
Fingerprint Cards AB (publ)</p>
<p>
Board of Directors</p>
<p>
<strong>For further information contact: </strong></p>
<p>
Johan Carlström, President and CEO, Fingerprint Cards AB (publ), +46
31-607820, <a
href="mailto:investrel@fingerprints.com">investrel@fingerprints.com</a>
Fingerprint Cards AB (publ), Box 2412, SE-403 16 Gothenburg, Sweden,
www.fingerprints.com Fingerprint Cards AB (FPC) develops, produces and markets
biometric components that through 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 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 telephones, where extremely rigorous demands are placed on such
characteristics. FPC’s technology can also be used in IT and Internet
products for security and access control.</p>
<p>
Cards AB (FPC) is listed on Nasdaq OMX Stockholm (FING B) and has its head
office in Gothenburg, Sweden.</p>
<p>
Publication pursuant to Swedish legislation: Fingerprint Cards AB (publ)
discloses this information pursuant to the Securities Market Act (2007:528) and
the Financial Instruments Trading Act (1991:980).</p>
<p>
The information was issued for publication onMay 17, 2011, at 8.00 a.m.</p>
<p>
IMPORTANT INFORMATION</p>
<p>
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.</p>
