Bulletin from the 2024 Annual General Meeting of Fingerprint Cards AB (publ)
Fingerprint Cards AB (publ) held its Annual General Meeting today on May 28, 2024 in Stockholm. A summary of the resolutions passed by the Meeting is set out below.
Dividend
The Meeting resolved that no dividend be paid.
Board of Directors and Auditors
The Meeting discharged the directors of the Board and the managing directors from liability in relation to the company for the period 1 January – 31 December 2023.
The Meeting re-elected Christian Lagerling, Alexander Kotsinas, Dimitrij Titov, Juan Vallejo and Adam Philpott as Board Members. Christian Lagerling was re-elected as Chairman of the Board of Directors.
The Meeting resolved that Board remuneration shall be SEK 675,000 to the Chairman of the Board and SEK 295,000 to each other Member of the Board. Remuneration to the Chairman of the Audit Committee shall be SEK 135,000 and SEK 70,000 to each other member. Remuneration to the Chairman of the Remuneration Committee shall be SEK 85,000 and SEK 45,000 to each other member.
The Meeting resolved to re-elect BDO Mälardalen AB, with Authorized Public Accountant Johan Pharmanson as Auditor-in-Charge, and Authorized Public Accountant Carl-Johan Kjellman, BDO Mälardalen AB, as auditors up until the end of the next Annual General Meeting.
The Meeting resolved that remuneration of auditors shall be paid in accordance with approved invoices.
Remuneration report and remuneration guidelines
The Meeting resolved to approve the Board of Directors’ report over remuneration regarding 2023 according to Chapter 8, Section 53 a of the Swedish Companies Act. The Meeting resolved to approve the Board of Directors’ proposal regarding guiding principles for remuneration of senior executives.
Authorization of the Board to decide on the repurchase and transfer of class B treasury shares
The Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board to repurchase, on one or several occasions up until the next Annual General Meeting, as many class B shares in the company as may be purchased without the company’s holding at any time exceeding ten (10) per cent of the total number of outstanding shares in the company. The Board of Directors was also authorized to resolve, on one or several occasions up until the next Annual General Meeting, to transfer the company’s class B shares, with deviation from the shareholders’ preferential rights.
Authorization of the Board to resolve on the issue of new shares with or without preferential rights for the shareholders
The Meeting resolved to authorize the Board of Directors to resolve, on one or several occasions up until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, on new issues of class B shares, warrants and/or convertibles entitling to subscription of class B shares corresponding to no more than twenty (20) percent of the total number of outstanding shares in the company.
Establishment of long-term incentive program
The Meeting resolved to approve the Board of Directors’ proposal to establish a long-term incentive program for the Executive Management within Fingerprint Cards (“Warrant Program 2024/2027”). The program includes a maximum of 14,000,000 warrants with a right to subscribe for one B-share per warrant. The warrants can be used to subscribe for new shares during the period July 1, 2027 up to an including October 1, 2027. The subscription price per share shall correspond to 235 per cent of the volume-weighted average price according to Nasdaq Stockholm’s official price list for the Fingerprint B-share during the first ten (10) trading days following the Annual General Meeting on May 28, 2024.
Amendment of articles of association
The Meeting resolved, in accordance with the Board of Directors’ proposals, to adopt three alternative articles of associations as well as to authorise the Board of Directors to, in connection with the registration (or registration in part) of the company’s rights issue of B-shares, submit for registration with the Swedish Companies Registration Office the articles of association which limits for the minimum and maximum number of shares in the company are compatible with the total number of shares in the company when implementing the rights issue.
Resolution to carry out a rights issue
The Meeting resolved to approve the Board of Directors’ decision on a rights issue of B-shares. The record date for the right to participate in the rights issue is 30 May 2024.
Shareholders in the company will receive one (1) subscription right for each existing share held on the record date, whereby three (3) subscription rights entitles to subscription of seventeen (17) new B-shares in the rights issue.
The subscription price in the rights issue is SEK 0.09 per new B-share, corresponding to total issue proceeds of up to approximately SEK 312.4 million before transaction costs. The rights issue entails that the company’s share capital can increase with up to approximately SEK 151,161,255.30 and that the number of shares in the company can increase with up to 3,471,579,078 B-shares.
The Meeting’s resolution to approve the Board of Directors’ decision on a rights issue of B-shares were supported by shareholders that represented at least two thirds of both the votes cast and the shares represented at the Meeting.
For further information, please contact:
Investor Relations:
+46(0)10-172 00 10
Press:
+46(0)10-172 00 20
| About Fingerprints Fingerprint Cards AB (Fingerprints) – the world’s leading biometrics company, with its roots in Sweden. We believe in a secure and seamless universe, where you are the key to everything. Our solutions are found in hundreds of millions of devices and applications, and are used billions of times every day, providing safe and convenient identification and authentication with a human touch. For more information visit our website, read our blog, and follow us on X. Fingerprints is listed on Nasdaq Stockholm (FING B). |
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