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Fingerprint Card — AGM Information 2010
Nov 10, 2010
3048_rns_2010-11-10_6780f143-ea70-4f9d-b40f-28db7907c54c.pdf
AGM Information
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Press release
PRESS RELEASE Gothenburg, November 10, 2010
Press release from Fingerprint Card AB's Extraordinary General Meeting of November 9, 2010
The Extraordinary General Meeting (EGM) of Fingerprint Cards AB (publ) ("the Company") has approved a private placement of warrants and resolved to approve the transfer of warrants, among other resolutions.
A. The warrants issue
The EGM of the Company approved the issue by the Company of at most 958,000 warrants.
The right to subscribe for warrants shall, by disapplying the preferential rights of the shareholders, accrue to Fingerprint Security System Databärare AB ("the Subsidiary"), a wholly owned subsidiary of the Company. Subscription of the new warrants shall occur no later than November 10, 2010. The warrants will be issued free of charge. The Subsidiary shall transfer the warrants in accordance with what is stipulated under the "Transfer of warrants" below. The Subsidiary has subscribed for 958,000 warrants.
Each warrant conveys the right to subscribe for one new series B share in the Company. Subscription of shares in accordance with the terms and conditions for the warrants may occur during the period from February 9, 2013 through May 11, 2013. The issue price shall amount to a sum corresponding to 175% of the volume weighted average price paid for the Company's series B shares on the NASDAQ OMX Nordic Exchange in Stockholm during the period from October 26, 2010 through November 8, 2010. The subscription price has been set at SEK 15,74. On full exercise of the approved warrants, the increase in the Company's share capital will amount to at most SEK 191,600, corresponding to dilution of approximately 2.17% of the total shares in the Company and approximately 1.75% of the total votes in the Company.
The reason for disapplying the shareholders' preferential rights is to enable employees, by means of their own investment, to participate in and influence the positive development of the value of the Company's shares during the entire period covered by the proposed program.
B. Transfer of warrants
The EGM has resolved to approve the Subsidiary's transfer of warrants under the following terms and conditions.
The right to acquire warrants from the Subsidiary shall accrue to the President, Other Members of the Group Management, Senior Staff and Other Employees of the Fingerprint Cards Group in Sweden, who at the end of the notification period had not given notice or been given notice terminating their employment. It is assumed that the acquisition of warrants can legally take place and that, in the judgment of the Board, it can take place at reasonable administrative and financial cost. Notification of the acquisition of warrants shall take place during the period from and including October 26, 2010 through November10, 2010 and in blocks equivalent to the highest number of warrants offered or reduced by blocks of 1,000 warrants.
Allotment shall take place in whole blocks of warrants and in the number notified by those entitled to acquire the warrants unless these numbers are reduced due to subscriptions exceeding the number of warrants issued. Allotment can take place in the following categories: the President, Other Members of the Group Management, Senior Staff and Other Employees. The maximum number of warrants to be allocated by category is 300,000 warrants to the President, 250,000 warrants to Other Members of the Group Management, 40,000 warrants to Senior Staff and 20,000 warrants to Other Employees.
www.fingerprints.com
The warrants shall be transferred on market terms, at a price established on the basis of an estimated market value for warrants applying the Black & Scholes valuation model provided by the independent valuation institute PwC. The transfer price has been set at SEK 1,09. Those warrants that remain unsubscribed by those entitled to subscribe for them will be retained in the Subsidiary until further notice to be offered, on instruction from the Board of the Company, on market terms to existing and future employees for acquisition in accordance with the aforementioned guidelines.
Participants in the warrants program will acquire the warrants at market value. This means that the program will not result in any personnel costs according to IFRS 2.
C. Assignment and authorization
The EGM authorized the Board of Directors of the Company to execute the resolution according to item A above and to ensure the Board of Directors of the Subsidiary executes the transfer of warrants according to item B above.
The EGM authorized the Board to make minor adjustments to the EGM's resolution that may prove necessary in conjunction with registration of the warrants at the Swedish Companies Registration Office and with Euroclear Sweden AB.
D. Resolution in the Subsidiary
The General Meeting of Shareholders of the Subsidiary has approved the transfer in accordance with item B above.
E. Election of the Board, etc.
The General Meeting of Shareholders resolved that the Board is to consist of six permanent members and elected a new member of the Board, Mats Svensson. In addition, the General Meeting of Shareholders resolved that a fee of SEK 60,000 be paid in remuneration to Mats Svensson up to the end of the next Annual General Meeting, resulting in a proportional fee for the full period in office of SEK 100,000. Total remuneration to the Board thus amounts to SEK 630,000.
Gothenburg November 10, 2010
FINGERPRINT CARDS AB (publ)
For further information please contact:
Johan Carlström, President Fingerprint Cards AB (publ), +46 31 607 820, [email protected] Fingerprint Cards AB (publ), Box 2412, SE-403 16 Gothenburg, 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. Fingerprint Cards AB (FPC) is listed on Nasdaq OMX Stockholm (FING B) and has its head office in Gothenburg, Sweden.
Publication is in accordance with Swedish law. Fingerprint Cards AB (publ) discloses this information pursuant to the Securities Market Act (2007:528) and/or the Financial Instruments Trading Act (1991:980).
The information was issued for publication on November 10, 2010, at 8:00 a.m.