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Fingerprint Card — AGM Information 2008
Jul 8, 2008
3048_rns_2008-07-08_139305f5-cd88-4fae-9eda-cc69963d4aef.pdf
AGM Information
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PRESS RELEASE Gothenburg July 8, 2008
Extraordinary General Meeting in Fingerprint Cards AB (publ)
The shareholders in Fingerprint Cards AB are hereby invited to attend the Extraordinary General Meeting to be held at 17 p.m. on Friday August 8, 2008 at the Radisson SAS Scandinavia Hotel, Södra Hamngatan 59 – 65 in Gothenburg. In order to be able to vote at the Extraordinary General Meeting, shareholders with nominee-registered shares through trust department of a bank or a private broker must have the shares temporarily owner-registered with VPC. Such registration must be made on August 1, 2008. Consequently, the shareholders must notify their nominee in due time before said date. Shareholders who wish to attend the Meeting must notify the company of their intent to attend the Meeting at the address Fingerprint Cards AB, P.O. Box 2412, 403 16 Gothenburg, Sweden, by telefax +46 31 137385 or by e-mail: [email protected] by Friday August 1, 2008. When giving notice to attendance, the shareholder shall state name, personal identity or corporate registration number, address, telephone number and amount of shares owned.
Presently outstanding number of shares and votes
The total number of outstanding shares in the company is per July 8, 2008, 12 152 733, of which 300 000 are A shares and 11 852 733 are B shares. The total number of votes in the company are per July 8, 2008, 14 852 733.
Proposal for Agenda
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- Opening of the Meeting
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- Election of Chairman of the Meeting
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- Preparation and approval of the voting list
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- Approval of the agenda
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- Election of two persons to approve the minutes
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- Determination whether the Meeting has been duly convened
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- The Managing Director´s report
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- Resolution regarding amendment of §4 and §5 of the Articles of Association
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- Resolution regarding authorization of the Board to resolve upon issue of new shares with preferential rights for the present shareholders. With this new issue the share capital may increase by a maximum of SEK 2 440 000.
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- Resolution regarding authorization of the Board to resolve upon issue of new B shares with deviation from the shareholders´ pre-emption rights. With this new issue the share capital may increase by a maximum of SEK 240 000.
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- Election of an additional board member.
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- Any other matter in accordance with the Companies act or the Articles of Association
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- Closing of the meeting
Submitted proposals regarding matters on the agenda
8. Proposal for amendment of the Articles of Association
The Board of Directors proposes that the Extraordinary General Meeting resolves to amend §4 "Share capital" and §5 "Class of shares" of the Articles of Association to read as follows:
§4: "The minimum capital stock of the Company shall be 1 600 000 Swedish kronor and the maximum capital stock shall be 6 400 000 Swedish kronor. The number of shares shall be minimum 8 000 000 and maximum 32 000 000."
§5: "The Company´s shares may be issued in two different classes, series A carrying ten (10) votes per share and series B carrying one (1) vote per share. Shares of series A may be issued to a maximum number of 2 400 000 and shares of series B to a maximum number of 29 600 000." The remaining wording of this paragraph shall remain unchanged.
9. Proposal for resolution on authorization of the Board to resolve upon issue of new shares with preemption rights for the existing shareholders.
The Board of Directors proposes that:
- the Meeting authorizes the Board to, until the time of the next Annual General Meeting, resolve upon issue of maximum 300 000 A shares and maximum 11 900 000 B shares
- that the company´s shareholders have pre-emption rights to subscribe for the new shares at terms that will be resolved upon later
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that shares shall be paid for in cash at a subscription price per share that will determined by the Board
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Resolution regarding authorization of the Board to resolve upon issue of new B shares with deviation from the shareholders´ pre-emption rights.
The Board proposes that the Meeting authorizes the Board to resolve upon issue of new B shares with deviation from the shareholders´ pre-emption rights.
The authorization shall include a right for the Board to, on one or more occasions until the time of the next Annual General Meeting, resolve upon
- issue of maximum 1 200 000 B shares at a fair market price
- that the new issue may be made with deviation from the shareholders´ pre-emption rights. The reason for the deviation from the shareholders´ pre-emption rights is to enable the company to receive capital contributions primarily from industrial and institutional investors.
Immaterial amendments
The extraordinary meeting of the shareholders authorizes the Board of Directors, or someone appointed by the board, to execute such amendments to the above resolutions which might be required to register the same.
Shareholders representing more than 31 % of the total votes in the company have informed the company that they will vote in accordance with the proposals of the Board of Directors regarding items 8, 9 and 10.
Available documents
The complete proposals of the Board of Directors are available to the shareholders at the company and on its website www.fingerprints.com. Copies of the documents will also be sent to shareholders who so request.
Gothenburg July 2008 The Board of Directors Fingerprint Cards AB (publ)
For further details, please contact:
Lennart Carlson, CEO Fingerprint Cards AB +46 31 60 78 20, [email protected] Fingerprint Cards AB, Box 2412, S-403 16 Gothenburg www.fingerprints.com