The shareholders of Fingerprint Cards AB (publ), Corp. Reg. No. 556154-2381,
(referred to below as “the Company”) are hereby invited to attend the Annual
General Meeting to be held at 5.30 p.m. on Tuesday, June 18, 2013 at the
Radisson Blu Scandinavia Hotel, Södra Hamngatan 59-65 in Gothenburg, Sweden.
A. Right to participate in the Meeting
Shareholders wishing to attend the Annual General Meeting (AGM) must be entered
in the share register maintained by Euroclear Sweden AB by Wednesday, June 12,
2013, and notify the Company of their intention to attend the Meeting not later
than June 12, 2013, 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.
On giving notice of attendance, shareholders must state their name, personal or
corporate identity number, address, telephone number, e-mail address, any
advisors and shareholdings. A proxy form for shareholders wishing to participate
via proxy will be available from the Company’s website, www.fingerprints.com.
Shareholders represented by proxy must issue a dated power of attorney
authorizing the representation. If power of attorney is issued by a legal
entity, a certified copy of the registration certificate or the equivalent for
the legal entity must be appended. The power of attorney and registration
certificate must be sent by letter to the Company at the above-stated address in
due time prior to the AGM. Documents may not be older than one year.
To be entitled to participate in the proceedings of the AGM, owners with shares
nominee-registered through a bank’s trustee department or other trustee must
temporarily register the shares in their own name with Euroclear Sweden AB. Such
registration must be completed as of June 12, 2013, and the trustee should
therefore be notified in due time before the said date.
B. Matters be addressed at the Meeting
Proposal for agenda
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 approve the minutes
6) Determination whether the Meeting has been duly convened
7) The President’s presentation
8) Presentation of the submitted Annual Report and the Auditor’s Report, and the
Consolidated Financial Statements and the Group Auditor’s Report
9) Resolutions regarding:
a) adoption of the Income Statement and the Balance Sheet, and the Consolidated
Income Statement and Consolidated Balance Sheet
b) appropriation of the Company’s profits according to the adopted Balance Sheet
c) discharge from liability of the Board of Directors and the President
10) Determination of the number of Board members
11) Determination of remuneration of the Board of Directors
12) Determination of remuneration of the auditors
13) Election of Board members and Chairman of the Board
14) Board of Directors’ motion concerning the composition of the Nomination
Committee
15) Board of Directors’ motion concerning approval of guidelines for
remuneration of senior executives
16) Board of Directors’ motion concerning authorization of the Board, until the
time of the next AGM, to resolve upon the issue of Class B shares to
institutional and financial investors, disapplying the preferential rights of
shareholders
17) Board of Directors’ motion concerning authorization of the Board, until the
time of the next AGM, to resolve on the issue of shares with preferential rights
for shareholders
18) Board of Directors’ motion concerning authorization of the Board to execute
minor adjustments to decisions taken at the AGM in conjunction with registration
with the Swedish Companies Registration Office and Euroclear Sweden AB
19) Closing of the meeting
Proposals for resolution, etc.
The Nomination Committee’s proposals relating to items 2, 10–14 on the agenda
The Nomination Committee was formed in accordance with the resolution passed by
the 2012 AGM and comprises Dimitrij Titov, Chairman of the Board, Mats Svensson
and Tommy Trollborg.
Item 2 – Election of Chairman of the Meeting
The Nomination Committee proposes that attorney-at-law Dimitrij Titov be
appointed Chairman of the AGM.
Item 10 – Determination of the number of Board members
The Nomination Committee proposes that the Board of Directors comprise four (4)
regular members and no deputy members.
Item 11 – Determination of remuneration of Board of Directors
The Nomination Committee proposes that the Board of Directors be paid fees
totaling SEK 560,000, of which SEK 200,000 to the Chairman of the Board and SEK
120,000 to each of the other non-executive Board members.
Item 12 – Determination of remuneration of the auditors
Remuneration of auditors is to be paid in accordance with approved invoices.
Item 13 – Election of Board members and Chairman of the Board
The Nomination Committee proposes the reelection of Mats Svensson, Christer
Bergman, Urban Fagerstedt and the new election of Tord Wingren. It is proposed
that Mats Svensson be reelected as Chairman of the Board.
A detailed description of the proposed members is available at the Company’s
website, www.fingerprints.com.
Item 14 – Resolution concerning the Nomination Committee
The Nomination Committee proposes Tommy Trollborg, Dimitrij Titov and Mats
Svensson as its members until the 2014 AGM. The Nomination Committee’s period in
office extends until such time as a new Nomination Committee is appointed. The
Nomination Committee is to appoint a member, who is not the Chairman of the
Board, from among its numbers as Chairman of the Nomination Committee. Should a
member of the Nomination Committee step down from the Committee before the 2014
AGM, the members of the Nomination Committee are entitled to jointly appoint
another representative of the major shareholders to replace the outgoing member.
The Nomination Committee is to draft proposals on the following issues for
resolution by the 2014 AGM:
· Nomination of Chairman of the Meeting
· Composition of the Board of Directors
· Nomination of Chairman of the Board
· Remuneration of Board members
· Remuneration of auditors
· Nomination Committee for 2014 AGM
The Board of Directors’ motions for resolution concerning items 9b, 15–18 on the
agenda
Item 9 b – Appropriation of the Company’s profits
The Board of Directors and the President propose that the net profit/loss for
the year, non-restricted funds and retained earnings be appropriated in
accordance with the motion in the Annual Report. It is proposed that no dividend
be paid.
Item 15 – The Board of Directors’ motions for resolution concerning approval of
guidelines for remuneration of senior executives
A Remuneration Committee elected from among the Board’s members is to be
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 decisions on such matters. The Board is to determine
the salary and other remuneration paid to the President. The President is to
determine the salary and other remuneration paid to other senior executives in
accordance with the Board’s guidelines. The term “other senior executives”
refers to the three individuals who alongside the President comprise Group
management. Basic remuneration levels are to 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 proportionate to the executive’s responsibilities and authorities. The
variable remuneration for the President and other senior executives may not
exceed 40% of their total salary. For the salary review in 2013 and onward, most
of the review is to focus on the variable component with the aim of increasing
the percentage of performance-based salary. Pension terms are to take the form
of defined-contribution pension solutions. The period of notice from the Company
is not to 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 AGM.
Item 16 – The Board of Directors’ motions for resolution concerning
authorization of the Board to decide on the issue of Class B shares disapplying
the preferential rights of shareholders
The Board of Directors proposes that the Board be authorized, on one or more
occasions until the next AGM, to make decisions on the issue of a total of not
more than 10,000,000 Class B shares, subject to the limits stipulated by the
Articles of Association and observing the use of the authorization described in
Item 17 of the agenda, in order to finance and facilitate the accelerated
expansion and development of the Company, its market and products;
that decisions to issue shares may be made by disapplying the shareholders’
preferential rights (the shares are primarily to be subscribed for by
institutional and financial investors);
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 determined on the
basis of market terms and conditions.
Item 17 – The Board of Directors’ motion for resolution concerning authorization
of the Board to resolve on the issue of shares with preferential rights for
shareholders
The Board of Directors proposes that the Board be authorized, on one or more
occasions until the next AGM, subject to the limits stipulated by the Articles
of Association, to make decisions on the issue of a total of not more than
10,000,000 shares, with preferential rights for shareholders, in order to
finance and ensure the continued expansion and development of the Company, its
market and products.
Item 18 – Minor adjustments
It is proposed that the Meeting authorize the Board or the party appointed by
the Board to make minor adjustments to the resolutions passed at the AGM should
they be required in conjunction with registration with the Swedish Companies
Registration Office or Euroclear Sweden AB.
C. Information, documentation and number of shares and votes
For valid resolutions pursuant to Item 16 above, the resolution must have the
support of not less than two-thirds of both the votes cast and the number of
shares represented at the Meeting.
If so requested by any shareholder and if the Board deems that it will not pose
any material damage for the Company, the Board and the President are to disclose
information concerning circumstances that could affect the assessment of an item
on the agenda, circumstances that could impact the financial situation of
Fingerprint Cards or its subsidiaries, and Fingerprint Card’s relationship with
other Group companies, as well as its consolidated financial statements.
The financial statements, auditor’s report, auditor’s statement and other
documentation will be available at the Company and from its website,
www.fingerprints.com, not later than three weeks prior to the Meeting. These
documents will also be sent to shareholders requesting such documentation and
who have provided their postal address.
On the date of publication of this official notification, the total number of
shares in the Company was 51,502,527. The total number of votes was 62,302,527.
Gothenburg, May 2013
Fingerprint Cards AB (publ)
Board of Directors
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 May 014, 2013, at
08:00 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 of the company’s securities in any
jurisdiction.
