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 pm. on Thursday, June 16, 2011 at the Radisson SAS 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 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 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 investrel[.]fingerprints.com.
On giving notice of attendance, the shareholder shall state their name, personal or corporate identity number, address, telephone number, E: address and shareholdings. A proxy form for shareholders wishing to participate via proxy will be available on the Company’s website, 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
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.
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) Resolution on the composition of the Nomination Committee
15) Resolution on approval of guidelines for remuneration of senior executives.
16) Resolution regarding amendments to the Articles of Association
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.
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.
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
20) Close of the meeting
Proposal for motion, etc.
The Nomination Committee’s proposals relating to items 2, 10-14 on the agenda.
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.
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 member who are not employed in the Company.
Item 12 – Determination of remuneration of the auditors
Remuneration of auditors shall be issued in accordance with approved invoices.
Item 13 – Election of Board members and Chairman of the Board
The Nomination Committee proposes the reelection of Christer Bergman, Urban Fagerstedt, Anders Hultqvist and Sigrun Hjelmqvist. It is proposed that Mats Svensson be elected as Chairman of the Board. Board member Tommy Trollborg has declined reelection.
A detailed description of proposed members is available on the Company’s website fingerprints.com.
Item 14 – Resolution on the Nomination Committee
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.
The Nomination Committee’s mandate period extends until a new Nomination Committee has been appointed.
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.
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
The Board of Directors’ proposals for motion relating to items 9b, 15-19 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 - Resolution on approval of guidelines for remuneration of senior executives
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.
Item 16 - Resolution regarding amendments to the Articles of Association
The Board of Directors proposes the following new wording:
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 pm. 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.
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
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;
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).
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.
Item 18 - Resolution regarding 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 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.
Item 19 – Minor amendments
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.
C. Information, documentation and number of shares and votes
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.
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.
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 fingerprints.com. These documents will also be sent to shareholders requesting such documentation and who have provided a postal address.
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.
Gothenburg, May 2011
Fingerprint Cards AB (publ)
Board of Directors
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.
Cards AB (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 the Financial Instruments Trading Act (1991:980).