Notice of Extraordinary General Meeting in Fingerprint Cards AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Informationsteknik |
| Industri | Elektronisk utrustning |
Intresserad av bolagets nyckeltal?
Analysera bolaget i Börsdata!
Vem äger bolaget?
All ägardata du vill ha finns i Holdings!
The shareholders of Fingerprint Cards AB (publ), Corp. Reg. No. 556154-2381 (hereinafter referred to as the “Company” or “FPC”), are hereby invited to attend an Extraordinary General Meeting (the “EGM” or the “Meeting”) to be held at 10.00 a.m. on Thursday, April 30, 2026, at the premises of KANTER Advokatbyrå at Engelbrektsgatan 3, 114 32 Stockholm. Registration for the Meeting will open at 9:30 a.m.
The board of directors has decided, pursuant to the Company’s articles of association, that shareholders shall also have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to exercise their voting rights at the Meeting by attending in person, through a proxy or by postal voting.
A. Right to participate in the Meeting
In order to participate in the Meeting, a shareholder shall:
- be registered in the register of shareholders maintained by Euroclear Sweden AB as of Wednesday, April 22, 2026, and
- give notice of attendance at the Meeting to the Company in accordance with the instructions set out in the section “B. Notice of attendance for participating in person or through a proxy” no later than on Friday, April 24, 2026, or submit a postal vote in accordance with the instructions set out in the section “C. Voting by post” no later than on Friday, April 24, 2026.
To be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of participation or submitting a postal vote, register its shares in its own name so that the shareholder is recorded in the share register on Wednesday, April 22, 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed not later than Friday, April 24, 2026, are taken into account when preparing the share register.
B. Notice of attendance for participating in person or through a proxy
Shareholders who wish to participate in the Meeting in person or through a proxy must notify the Company of their intention to attend the Meeting no later than Friday, April 24, 2026, either via www.fpc.com/investors/corporate-governance/general-meetings/, by telephone +46 (0) 771-24 64 00, by e-mail to proxy@computershare.se or by mail to: Computershare AB, "Fingerprint Cards AB EGM 2026", P.O. Box 149, SE-182 12 Danderyd, Sweden.
On giving notice of attendance, shareholders must state their name, personal or corporate identity number, address, telephone number, e-mail address and details of their shareholdings and any attending advisors. A proxy form for shareholders wishing to participate via proxy will be available on the Company’s website, www.fpc.com/investors/corporate-governance/general-meetings/. Shareholders represented by proxy must issue a dated power of attorney authorizing the representation. If a power of attorney is issued by a legal entity, a certified copy of the registration certificate or the equivalent for the issuing legal entity must be appended. To facilitate entry, the power of attorney and registration certificate must be sent by mail to the Company at the above-stated address in due time prior to the Meeting. A power of attorney must be presented in original. It is valid for no more than a year from issuance unless a longer period is stated in the power of attorney, however no more than five years from the issuance.
C. Voting by post
Shareholders who wish to exercise their voting rights at the Meeting by postal voting shall use any of the methods listed below.
1. Website Voting: Voting may be submitted electronically through signing with BankID on the Company’s website, www.fpc.com/investors/corporate-governance/general-meetings/.
2. E-mail Voting: Voting may be submitted by completing the voting form available on the Company’s website, www.fpc.com/investors/corporate-governance/general-meetings/, and then e-mailing such form to the email address proxy@computershare.se, together with any power of attorney and/or other authorization documents (see below).
3. Regular Mail: Voting may be submitted by completing the voting form available on the Company’s website, www.fpc.com/investors/corporate-governance/general-meetings/, and after completion sending a physical copy (i.e., printed out) of such form, together with any power of attorney and/or other authorization documents (see below), to the following address: Computershare AB, ”Fingerprint Cards AB EGM 2026”, Box 149, SE-182 12 Danderyd, Sweden.
A shareholder cannot give any other instructions than selecting one of the options specified at each point in the voting form. A vote (i.e. the postal vote in its entirety) is invalid if the shareholder has modified the form to provide specific instructions or conditions or if pre-printed text is amended or supplemented.
The voting form, together with any enclosed power of attorney and other authorization documentation, must have been received by Computershare AB no later than Friday, April 24, 2026. If received later, the vote will be disregarded.
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the Meeting in person or through a proxy must give notice thereof to the Meeting’s secretariat prior to the opening of the Meeting.
If the shareholder votes by proxy, a power of attorney shall be enclosed with the voting form. A proxy form will be provided on request and is also available on the Company’s website, www.fpc.com/investors/corporate-governance/general-meetings/. If a power of attorney is issued by a legal entity, a certified copy of the registration certificate or the equivalent for the issuing legal entity must be appended.
For any questions regarding postal voting, please contact Computershare AB, telephone +46 (0) 771 24 64 00, weekdays between 9:00 a.m. and 4:00 p.m. (CEST).
D. Matters to be addressed at the Meeting
Proposed agenda:
- Opening of the Meeting
- Election of chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to attest the minutes
- Determination of whether the Meeting has been duly convened
- Resolution on the approval of merger plan
- Amendment of the articles of association
- Resolution on reduction of the share capital to cover loss
- Closing of the Meeting
Proposals for resolution
Item 2 – Election of chairman of the Meeting
The board of directors proposes that attorney-at-law Björn Kristiansson, or in his absence, the person appointed by the board of directors in his stead, is elected chairman of the Meeting.
Item 7 – Resolution on the approval of merger plan
The boards of directors of FPC and Precise Biometrics AB (publ), reg. no. 556545-6596, (“Precise”), adopted on 23 March 2026 a merger plan (the “Merger Plan”) to implement a merger of FPC and Precise through a merger under Swedish company law, with Precise as the transferee company and FPC as the transferor company (the “Merger”). The Merger Plan was registered with the Swedish Companies Registration Office on 26 March 2026 and the registration was announced in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) on 30 March 2026. The board of directors of FPC proposes, in connection with the proposed Merger, that the Meeting resolves to approve the Merger Plan.
The implementation of the Merger is subject to approval of the Merger Plan by the general meeting of FPC and fulfilment of the other conditions in the Merger Plan. As merger consideration, shareholders in FPC will receive ordinary shares in Precise in proportion to their existing shareholding in FPC, where one (1) share, irrespective of share class, in FPC entitles the holder to receive nine (9) new ordinary shares in Precise.
Subject to the fulfilment of the conditions for the Merger, FPC will be dissolved and its assets and liabilities will be transferred to Precise through the registration of the Merger by the Swedish Companies Registration Office, which is expected to take place during the third quarter of 2026. Settlement of the merger consideration will take place following registration of the Merger with the Swedish Companies Registration Office.
The board of directors believes that the Merger consideration is fair from a financial perspective for the shareholders of the Company, which statement is supported by a so-called fairness opinion from Grant Thornton, and unanimously recommends the shareholders to vote in favor of the completion of the Merger.
Item 8 – Amendment of the articles of association
The board of directors proposes that § 7 of the articles of association regarding the number of board members is amended as follows:
| Current wording | Proposed wording |
§ 7 Board of Directors The Board of Directors is to comprise four to ten members with a maximum of five alternates. | § 7 Board of Directors The Board of Directors is to comprise three to ten members with a maximum of five alternates. |
Item 9 – Resolution on reduction of the share capital to cover loss
The board of directors proposes that the Meeting resolves to reduce the Company’s share capital by SEK 107,595,368.278267 to cover loss and without redemption of shares. Through the reduction, the share capital decreases from SEK 162,023,501.667533 to SEK 54,428,133.389266, whereby the quota value of the share decreases from SEK 21.353477 to SEK 7.173218 per share.
The resolution on reduction does not require any amendment of the articles of association.
The board of directors, or the person appointed by the board of directors, is authorized to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
E. Majority requirements
Valid resolutions under items 7–9 above require the support of not less than two-thirds of both the votes cast and the number of shares represented at the Meeting. The majority requirement under item 7 applies to each share class represented at the Meeting.
F. Shareholders’ right to request information
Shareholders are reminded of their right pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act to request that the board of directors and CEO provide information at the Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda. Information must be provided if possible to provide such information without significant harm to the Company.
G. Documentation and number of shares and votes
Documentation will be available at the Company and on its website, www.fpc.com/investors/corporate-governance/general-meetings/, no 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 is 7,587,687 shares (3,937 A-shares and 7,583,750 B-shares). The total number of votes are 7,623,120. The Company holds 1,900 own B-shares.
H. Processing of personal data
For information on how personal data is processed in connection with the Meeting, see the privacy notices of Euroclear Sweden AB and Computershare AB available on their respective websites, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and www.computershare.com/se/gm-gdpr.
____________________
Gothenburg, March 2026
Fingerprint Cards AB (publ)
Board of Directors