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 pm. on Thursday, May 31, 2012 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 must be entered in the share register maintained by Euroclear Sweden AB by Friday, May 25, 2012, and notify the Company of their intention to attend the Meeting not later than May 25, 2012, at 4.00 pm. 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 email.
On giving notice of attendance, the shareholder shall state their name, personal or corporate identity number, address, telephone number, e-mail address, any assistants and shareholdings. A proxy form for shareholders wishing to participate via proxy will be available from the Company’s website, fingerprints.com. Shareholders represented by proxy shall 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. 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 Annual General Meeting. The power of attorney may not be older than five years. To be entitled to participate in the proceedings of the Annual General Meeting, 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 May 25, 2012, 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 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 the 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 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.
17) Board of Directors’ motion concerning 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.
18) Board of Directors’ motion concerning authorization of the Board to execute minor adjustments to decisions taken at the Annual General Meeting in conjunction with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
19) Close 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 by the 2011 Annual General Meeting 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 Annual General Meeting.
Item 10 – Determination of the number of Board members
The Nomination Committee proposes that the Board of Directors comprise five (5) 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 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 members who are not employed in the Company.
Item 12 – Determination of remuneration of the auditors
Remuneration of auditors shall 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, Anders Hultqvist and Sigrun Hjelmqvist. 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.
Item 14 – Resolution concerning the Nomination Committee
The Nomination Committee proposes that its members comprise Tommy Trollborg, Dimitrij Titov and Mats Svensson until the 2013 Annual General Meeting. The Nomination Committee’s period in office extends until such time as a new Nomination Committee is appointed. The Nomination Committee shall 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 leave the Committee before the 2013 Annual General Meeting, members of the Nomination Committee shall be entitled to jointly appoint another representative of the major shareholders to replace the outgoing member.
The Nomination Committee shall draft proposals on the following issues for resolution by the 2013 Annual General Meeting:
• 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 2013 Annual General Meeting
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 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.
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 shall 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 determines salaries and other remuneration of the President. The President determines salary and other remuneration of 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 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 shall be proportionate 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. For the salary review in 2012 and onward, most of the review shall focus on the variable component with the aim of increasing the percentage of performance-based salary. Pension terms shall take the form of defined-contribution pension solutions. 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. Resolutions regarding share and share price-based incentive programs are made by the Annual General Meeting.
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 Annual General Meeting, to make decisions on the issue of a total of not more than 9,000, 000 Class B shares, subject to the framework of the limits stipulated by the Articles of Association and by 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 a decision to issue shares may be made by disapplying the shareholders' preferential rights (primarily institutional and financial investors shall subscribe for the shares);
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 Annual General Meeting, to make decisions on the issue of a total of up not more than 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.
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 Annual General Meeting 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 Items 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 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) 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 on its website, 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 43,609, 586. The total number of votes was 54,409, 586.
About Fingerprint Cards AB (publ)
Fingerprint Cards AB (publ) (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 (fingerprints.com) 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-security products and for access control, etc. Fingerprint Cards AB (publ) (FPC) is listed on Nasdaq OMX Stockholm (FING B) and has its head office in Gothenburg, Sweden.
Publication pursuant to Swedish legislation: Fingerprint Cards AB (publ) discloses this information pursuant to the Securities Market Act (2007:528) and/or the Financial Instruments Trading Act (1991:980).