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Fingerprint Card — AGM Information 2013
Nov 27, 2013
3048_rns_2013-11-27_55f0dd39-ca60-446e-8cdb-083e42a7645c.pdf
AGM Information
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Extraordinary General Meeting of Fingerprint Cards AB (publ) on November 26, 2013
Among other resolutions, the Extraordinary General Meeting (EGM) of Fingerprint Cards AB (publ) (the "Company") resolved on changes to the board of directors, a directed issue of share warrants and resolved to approve the transfer of said share warrants.
A. Resolution concerning members of the Board
Urban Fagerstedt was elected Chairman of the Board. Alexander Kotsinas and Johan Carlström were elected new Board Members. It was decided that Alexander Kotsinas' remuneration until the next Annual General Meeting in 2014 would be SEK 70,000.
B. Issue of share warrants
The EGM of the Company resolved that the Company will issue a maximum of 500,000 share warrants.
The right to subscribe for the share warrants, with deviation from the shareholders' pre‐emption rights, is vested with Fingerprint Security System Databärare AB (the "Subsidiary"), a wholly owned subsidiary of the Company. Subscription is to be completed no later than November 27, 2013. The share warrants will be issued without consideration. The Subsidiary is to transfer the share warrants according to what is stated in "Transfer of share warrants" below. The Subsidiary has subscribed for 500,000 share warrants. The program was fully subscribed.
Each share warrant entitles its holder to subscribe for one new class B share in the Company. In accordance with the terms and conditions for the share warrants, subscription may occur as of November 27, 2016 up to and including December 27, 2016. The subscription price is to correspond to 200 percent of the quoted volume‐weighted average price paid for Class B shares in the Company on NASDAQ OMX Stockholm during the period from November 12, 2013 up to and including November 25, 2013. The subscription price has been set at SEK 90.16. The increase in the Company's share capital upon full exercise of the share warrants will amount to no more than SEK 100 000, corresponding to dilution of approximately 0.8 percent of the total number of shares in the Company and approximately 0.7 percent of the total number of voting rights in the Company.
The reason for deviation from the the shareholders' pre‐emption rights is to enable the employees, by their own investment, to participate in and work for a positive value trend for the Company's share during the entire period covered by the proposed program, and to enable the Company to recruit competent and committed personnel.
C. Transfer of share warrants
The EGM has resolved to approve the Subsidiary's transfer of share warrants on the following terms and conditions.
The right to acquire warrants from the Subsidiary will accrue to the following categories:
| Category | Max number of warrants | Max number of warrants for |
|---|---|---|
| the category |
| per person | ||
|---|---|---|
| A (senior executives and other | 100 000 | 300 000 |
| senior employees) | ||
| B (other employees) | 30 000 | 300 000 |
The right to acquire share warrants from the Subsidiary will only accrue to those employees who have not resigned or been notified of dismissal from the Company at the end of the registration period. The employees encompassed by this warrants program are, in addition to those individuals who are employees of the Company or another Group company, also employees working full time for the Company or the Group, but that are engaged on a consultancy basis or the equivalent and for whom formal employment is placed in another company that is not a Group company. For such employees, these provisions are to be applied in a corresponding manner.
Share warrants are to primarily be offered to individuals who are not already participating in one of the previously issued warrants programs. Should any warrants remain thereafter, the warrants are to be offered to other employees in the respective category. Should warrants also remain thereafter, they are to be offered to future new employees. For such acquisitions, the terms and conditions are to be identical or correspond to what is stated in this motion. This means, inter alia, that acquisitions must be effected at the current market value. Allotment is conditional upon it being possible to legally implement the acquisition of share warrants and that, in the opinion of the Board of Directors, this can be done using reasonable administrative and financial resources. Application for the acquisition of share warrants is to be made up to and including November 27, 2013, and in lots corresponding to either the highest number of share warrants offered, or reduced by lots of 1,000 share warrants.
Allotment is to be implemented in entire lots of 1,000 share warrants. Allotment is not to exceed 500,000 share warrants.
The share warrants are to be transferred on market terms at a price established on the basis of a market value calculated by the independent valuation institute PwC using the Black & Scholes valuation model. The transfer price has been set at SEK 4.53.
The participant in the warrant program will acquire the share warrants at market value. This entails that the program will not involve any personnel expenses pursuant to IFRS 2.
D. 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 that 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 resolutions that may prove necessary in conjunction with registration of the resolutions with the Swedish Companies Registration Office and registration of the share warrants with Euroclear Sweden AB.
E. Resolution in the Subsidiary
The General Meeting of Shareholders of the Subsidiary has approved the transfer in accordance with item B above.
For more information contact:
Johan Carlström, CEO Fingerprint Cards AB (publ), +46 (0) 31‐60 78 20, [email protected]
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 November 27, 2013, at 15:00 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.