Notice to attend the 2024 Annual General Meeting of Fingerprint
Cards AB (publ)
The shareholders of Fingerprint Cards AB (publ),
Corp. Reg. No. 556154-2381 (hereinafter referred to as the
“Company” or “Fingerprint”)), are
hereby invited to attend the Annual General Meeting
(“AGM” or the “Meeting”) to be
held at 3:00 p.m. on Tuesday, May 28, 2024, at GT30 (meeting room
“Bond”), Grev Turegatan 30 in Stockholm.
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 Monday, May 20, 2024, 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
Wednesday, May 22, 2024, or submit a postal vote in accordance with
the instructions set out in the section “C. Voting
by post” no later than on Wednesday, May 22,
2024.
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
submit a postal vote, register its shares in its own name so that
the shareholder is recorded in the share register on Monday,
May 20, 2024. 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 Wednesday, May 22, 2024, 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 Wednesday, May
22, 2024, either via www.fingerprints.com/agm2024, by telephone +46
(0) 771-24 64 00, by e-mail to proxy@computershare.se or by mail
to: Computershare AB, "Fingerprint Cards AB AGM 2024", P.O. Box
5267, SE-102 46 Stockholm, 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.fingerprints.com/agm2024. 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 the entrance, 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.
- Website Voting:
Voting may be submitted electronically through signing with BankID
on the Company’s website, www.fingerprints.com/agm2024.
- E-mail Voting:
Voting may be submitted by completing the voting form available on
the Company’s website, www.fingerprints.com/agm2024, 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).
- Regular Mail:
Voting may be submitted by completing the voting form available on
the Company’s website, www.fingerprints.com/agm2024, 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 AGM 2024”, Box 5267, 102 46
Stockholm, 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 Wednesday, May 22,
2024. 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 for
shareholders wishing to participate via proxy will be available
from the Company’s website, www.fingerprints.com/agm2024. 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. (CET).
D. Matters to be addressed at the
Meeting
Proposed agenda:
1) Opening of
the Meeting
2) Election
of Chairman of the Meeting
3) Preparation and approval of
the voting list
4) Approval
of the agenda
5) Election
of two persons to attest the minutes
6) Determination of whether the
Meeting has been duly convened
7) The
President’s presentation
8) Presentation of the submitted
Annual Report and the Auditor's Report, and the Consolidated
Financial Statements and the Auditor's Report on the Consolidated
Financial Statements
9) Resolutions regarding:
a) adoption
of the Income Statement and the Balance Sheet, and the Consolidated
Income Statement and Consolidated Balance Sheet
b) appropriation
of the Company's profit/loss according to the adopted Balance
Sheet
c) discharge
from liability of the Board of Directors and the President
10) Approval
of the remuneration report
11) Determination of the number
of Board members and Auditors
12) Determination of
remuneration of Board members
13) Determination of
remuneration of the Auditors
14) Election
of Board members and Chairman of the Board
15) Election
of Auditors
16) Board of
Directors' proposal regarding approval of guiding principles for
remuneration of senior executives
17) Board of
Directors’ proposal regarding authorization of the Board to decide
on the repurchase and transfer of Class B treasury shares
18) Board of
Directors' proposal regarding authorization of the Board to decide
on the issue of new shares with or without preferential rights for
the shareholders
a) authorization
of 20 per cent
b) authorization
of 10 per cent
19) Board of
Directors’ proposal regarding long-term incentive program (Warrant
Program 2024/2027)
20) Resolution to amend the
articles of association
21) Resolution to amend the
articles of association
22) Resolution to amend the
articles of association
23) Resolution on subsequent
approval of the Board of Directors’ decision on an issue of shares
with preferential rights for existing shareholders
24) Board of
Directors’ proposal regarding authorization of the Board to execute
minor adjustments
25) Closing
of the Meeting
Proposals for resolution
Nomination Committee´s proposals
concerning items 2, 11 – 15 on the agenda
The Nomination Committee comprises Christian
Lagerling (Chairman of the Board of Directors), Johan Carlström
(shareholder), Helen Fasth Gillstedt (appointed by Handelsbanken
Fonder) and Cornilla von Plomgren (appointed by Roland Hanzén).
Item 2 – Election of Chairman of the
Meeting
The Nomination Committee proposes that
attorney-at-law Björn Kristiansson be appointed Chairman of the
AGM.
Item 11 – Determination of the number of
Board members and Auditors
The Nomination Committee proposes that the Board
of Directors comprise of five (5) regular members and no deputy
members. The Nomination Committee proposes that the number of
auditors shall be one registered firm of accountants and one
auditor with no deputy auditor.
Item 12 – Determination of remuneration
of Board members
The Nomination Committee proposes that the fees
paid to each member of the Board are not increased compared to the
previous term. This means that the Nomination Committee proposes
that the Board of Directors be paid fees totaling SEK 1,855,000, of
which SEK 675,000 to the Chairman of the Board and SEK 295,000 to
each other member of the Board.
Furthermore, fees for work on committees is
proposed in an unchanged amount of SEK 450,000, to be distributed
as follows.
Audit Committee: SEK 135,000 to the Chairman and
SEK 70,000 to each other member.
Remuneration Committee: SEK 85,000 to the
Chairman and SEK 45,000 to each other member.
Item 13 – Determination of remuneration
of the Auditors
Remuneration of auditors is to be paid in
accordance with approved invoices.
Item 14 – Election of Board members and
Chairman of the Board
The Nomination Committee proposes re-election of
Christian Lagerling, Alexander Kotsinas, Dimitrij Titov, Juan
Vallejo and Adam Philpott as Board members for the period until the
end of the next AGM. It is proposed that Christian Lagerling is
re-elected as Chairman of the Board. Mario Shiliashki has declined
re-election as Board member.
Information on the members proposed for new
election can be found in the Nomination Committee’s proposals and
motivated opinion which is available on the Company’s website,
www.fingerprints.com/agm2024. Information on the members proposed
for re-election can be found in the corporate governance section on
the Company’s website, www.fingerprints.com.
Item 15 – Election of
Auditors
The Nomination Committee proposes that, in
accordance with the Audit Committee’s recommendation, the
registered firm of accountants BDO Mälardalen AB, with the
Authorized Public Accountant Johan Pharmanson as Auditor-in-Charge,
and the Authorized Public Accountant Carl-Johan Kjellman, BDO
Mälardalen AB, are re-elected as auditors for a term of office of
one year up until the end of the next AGM. Information about BDO
Mälardalen AB, Johan Pharmanson and Carl-Johan Kjellman is
available at www.bdo.se.
Board of Directors' proposals concerning
items 9b, 10, 16 – 24 on the agenda
Item 9b – Appropriation of the Company's
profits
The Board of Directors proposes that the net
profit for the year and retained earnings be appropriated in
accordance with the motion in the Annual Report. The proposal
entails that no dividend will be paid.
Item 10 – Approval of the remuneration
report
The Board of Directors proposes that the Meeting
resolves to approve the Board of Directors’ report on remuneration
pursuant to Chapter 8, Section 53a of the Swedish Companies
Act.
Item 16 - Board of Directors' proposal
regarding approval of guiding principles for remuneration of senior
executives
1. Introduction
The Executive Management is defined as the Chief
Executive Officer and other members of the management team. The
purpose of these guidelines is to clarify the compensation as
decided.
The guidelines are forward-looking, i.e. they
are applicable to remuneration agreed, and amendments to
remuneration already agreed, after adoption of the guidelines by
the annual general meeting. The general meeting has the right to
agree on additional remunerations outside of these guidelines.
2. Remuneration
Committee
The remuneration committee evaluates and
considers matters regarding remuneration and employment terms and
prepares proposals for guidelines for compensation to the CEO and
executive management. The Board of Directors shall evaluate a
proposal for new guidelines at least every fourth year and submit
it to the AGM. The guidelines shall be in force until new
guidelines are adopted by the general meeting. The Remuneration
Committee should ensure that remuneration is commensurate with
prevailing market conditions for corresponding executives in other
companies, and accordingly, that the company’s offering to its
employees is competitive. The CEO’s compensation is approved by the
Board of Directors. Compensation to other senior executives is
decided by the CEO after consulting with the Remuneration
Committee. The members of the remuneration committee are
independent of the company and its executive management. The CEO
and other members of the executive management do not participate in
the board of directors’ processing of and resolutions regarding
remuneration-related matters in so far as they are affected by such
matters.
3. Remuneration
Principles and the guidelines’ promotion of the company’s business
strategy, long-term interests and sustainability
Fingerprint Cards aims to attract, engage,
develop and retain the right people to drive our business result in
line with the company’s business strategy. In order to support
this, the design and implementation of our remuneration structure
shall be performance based; affordable; sustainable; market driven
and clear. Compensation shall reflect the scope and complexity of
each role, as well as the actual performance of the individual.
Fingerprint Cards does not tolerate any form of discrimination and
we perform annual reviews to make sure we do not have any salary
misalignments based on any discriminating factors such as gender,
transgender identity or expression, ethnicity, religion or other
belief, disability, sexual orientation and age.
Variable remuneration covered by these
guidelines shall aim at promoting Fingerprint Card’s business
strategy and long-term interests, including its sustainability.
For more information regarding the company’s
business strategy, please see www.fingerprints.com.
Remuneration under employments subject to other
rules than Swedish may be duly adjusted to comply with mandatory
rules or established local practice, taking into account, the
overall purpose of these guidelines.
Remuneration Principles
Performance Based:
There shall be a strong link between performance
(individual - and business result) and compensation. Base salary
will depend on the employee’s performance against objectives,
development progress and living our company values.
Competitive and
Sustainable:
We must create value to secure our present and
future capability to pay competitive compensation and we must earn
the means for our compensation. It is important to have a balance
between our company earnings and our compensation levels.
Market driven:
Our salaries shall reflect the scope and
complexity of the work. It is our objective to compare our base
salaries with relevant market data for the applicable country. Each
country forms its own market.
The remuneration principles are also applicable
to the rest of the employees at Fingerprint Cards.
In the preparation of the board of directors’
proposal for these remuneration guidelines, salary and employment
terms for employees of the company have been taken into account by
including information on the employees’ total income, the
components of the remuneration and increase and growth rate over
time, in the remuneration committee’s and the board of directors’
basis of decision when evaluating whether the guidelines and the
limitations set out herein are reasonable.
4. Total
Remuneration
The total remuneration to Executives consists
primarily of monthly base salary, short-term incentives, pension,
and insurances. If decided in the general meeting, the total
remuneration may also include – irrespective of these guidelines –
long term incentives.
4.1 Short Term Incentives
(STI)
Short Term Incentives shall be linked to
predetermined and measurable criteria. The Short-Term Incentives
include company measures such as Revenue, Operating Profit and Cash
Balance. For Executives, 80-90 per cent of the STI is based on
company measures, and 10-20 per cent is based on individual
performance, with predetermined targets on an annual basis. The
criteria shall be designed so as to contribute to Fingerprint
Card’s business strategy and long-term interests, including its
sustainability.
The satisfaction of criteria for awarding STI
shall be measured over a period of one or several years. The
variable cash remuneration may amount to not more than 100 per cent
of the total fixed base salary during the measurement period.
For financial objectives, the evaluation shall
be based on financial information made public by the company.
4.2 Pension
Pension plans are based on defined contribution
models, where a premium is paid amounting to not more than 30 per
cent of the Executive’s fixed annual base salary.
4.3 Insurances
Executives are provided insurance coverage in
accordance with local market practice. Such benefits shall be
customary and be of limited amount.
4.4 Termination of
employment
Upon termination of an employment, the notice
period may not exceed six months. During the notice period, the
executive will continue to receive full base salary and other
employment benefits. Upon termination by the company, severance
payment could be paid and may not exceed twelve months’ base
salary. When termination is made by the executive, the notice
period may not exceed six months, without any right to severance
pay.
Additionally, remuneration may be paid for
non-compete undertakings. Such remuneration, if applicable, shall
amount to a maximum of 60 per cent of the monthly base salary at
the time of termination of employment, unless otherwise provided by
mandatory collective agreement provisions.
4.5 The Board of Directors’ right to
deviate from the principle of remuneration
In certain cases the Board of Directors may
decide to deviate from these guidelines, in part or in total, if
there are special reasons to do so in an individual case and a
deviation is necessary to fulfill the company’s long term interest,
including in relation to sustainability, or to safeguard the
company’s financial position. As set out above, the remuneration
committee’s tasks include preparing the board of directors’
resolutions in remuneration-related matters. This includes any
resolutions to derogate from the guidelines.
4.6
Description of significant
changes and how the shareholders' views have been taken into
account
There have been no significant changes to the
proposed new guidelines in relation to the remuneration guidelines
adopted by the Annual General Meeting 2020. There have been no
material comments on the remuneration guidelines from
shareholders.
Item 17 – Board of Directors’ proposal
regarding authorization of the Board to decide on the repurchase
and transfer of Class B treasury shares
The Board of Directors proposes that the Meeting
authorizes the Board to repurchase, on one or several occasions up
until the next AGM, 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 acquisitions shall take place on Nasdaq Stockholm and
only at a price per share within the share price interval
registered at that time, which means the difference between the
highest buying price and the lowest selling price. Payment for the
shares shall be made in cash.
It is also proposed that the Board of Directors
be authorized to resolve, on one or several occasions up until the
next AGM, to transfer the Company's Class B shares, deviating from
the shareholders' preferential rights. Transfers of Class B shares
can take place on Nasdaq Stockholm. Transfer may also be made in
other ways, against cash payment or against payment through set-off
or contribution in kind, or otherwise with conditions. Transfers
may be made of no more Class B shares than the number of such
shares held by the Company at the time of the Board's decision
regarding transfer. Transfers on Nasdaq Stockholm may only be
carried out at a price per share within the share price interval
registered at that time, which means the difference between the
highest buying price and the lowest selling price. If transferred
otherwise than on Nasdaq Stockholm, the share price shall be
established so that it is not below market terms. However, a
discount to the stock market price may apply, in line with market
practice.
The purpose of the authorizations is to promote
efficient capital usage in the Company and to create flexibility in
the Company's ability to seize attractive business opportunities by
wholly or partly financing acquisitions of companies or business
operations through the transfer of own shares.
Item 18 – Board of Directors' proposal
regarding authorization of the Board to decide on the issue of new
shares with or without preferential rights for the
shareholders
a) authorization
of 20 per cent
The Board of Directors proposes that the Meeting
authorizes the Board to resolve, on one or several occasions up
until the next AGM, 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) per cent of the
total number of outstanding shares in the Company on the day of
publication of this notice. The authorization shall also include a
right to resolve on a new issue of shares, warrants and/or
convertibles against payment through set-off or contribution in
kind or otherwise with conditions in accordance with the Swedish
Companies Act.
Issue of share against payment in cash or
through set-off with deviation from the shareholders' preferential
rights shall be carried out on market terms.
The purpose of the proposal and the option to
deviate from the shareholders' preferential rights is to provide
flexibility in connection with possible raise(s) of capital or
acquisitions of companies or business operations.
b) authorization
of 10 per cent
In the event that the Meeting does not approve
the proposal for authorization of twenty (20) per cent under item
a) above, the Board of Directors proposes that the Meeting
authorizes the Board to resolve, on one or several occasions up
until the next AGM, 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 ten (10) per cent of the
total number of outstanding shares in the Company on the day of
publication of this notice. The authorization shall also include a
right to resolve on a new issue of shares, warrants and/or
convertibles against payment through set-off or contribution in
kind or otherwise with conditions in accordance with the Swedish
Companies Act.
Issue of share against payment in cash or
through set-off with deviation from the shareholders' preferential
rights shall be carried out on market terms.
The purpose of the proposal and the option to
deviate from the shareholders' preferential rights is to provide
flexibility in connection with possible raise(s) of capital or
acquisitions of companies or business operations.
Item 19 - Board of Directors’ proposal
regarding long-term incentive program (Warrant Program
2024/2027)
The Board of Directors proposes that the Meeting
resolves to establish a warrant program for the Executive
Management within Fingerprint ("Warrant Program
2024/2027") in accordance with items 19 a), b), and c)
below.
a) Adoption of Warrant Program
2024/2027
1. Background and summary
The purpose of the proposal is to attract and
retain talent over time, increase engagement and performance, and
encourage personal long-term ownership in the Company. The Board of
Directors believes it is in the interest of all shareholders that
individuals deemed important for the Company's development, have a
long-term interest in the Company's value development. The proposed
program creates long-term ownership engagement, which is expected
to stimulate increased interest in the business and its performance
over the entire period. The Board of Directors’ intention is to
propose similar programs annually to the Annual General Meeting,
where the size of the program will be evaluated continuously to
ensure a long-term sustainable incentive program.
Warrant Program 2024/2027 means that members of
the Executive Management are offered to purchase warrants at market
price ("Warrants") which each entitle the holder,
after approximately three years, to subscribe for one B-share in
Fingerprint. To assist participants with the initial investment, a
cash bonus will be paid out to participants from Fingerprint. The
payment of the subsidy will be cashflow neutral to the company and
partly subsidize the participants investment. The Company has the
right to invoke a clawback if a participant terminates its
employment with the company within three years.
Based on the terms set forth below, the Board of
Directors proposes that the Annual General Meeting resolves on the
implementation of Warrant Program 2024/2027, as well as the
issuance of Warrants to the Executive Management of
Fingerprint.
2. Participant categories
The right to subscribe for warrants shall be
granted to a maximum of eleven senior executives, including the
CEO, who have entered into repurchase agreements with the Company.
Participants are divided into different categories based on their
respective roles in the Company. The distribution of Warrants are
as follows:
- Category 1
consists of the Chief Executive Officer (one participant) with the
right to subscribe for a maximum of 5,000,000 Warrants.
- Category 2
consists of up to ten members of the Executive Management with the
right to collectively subscribe for a maximum of 9,000,000
Warrants, whereby each participant can subscribe for a maximum of
2,500,000 Warrants.
Over-subscription is not possible. In case of
under-subscription, Warrants not subscribed for by any participant
shall lapse.
3. Allocation
Decisions on participation or introduction of
Warrant Program 2024/2027 require, according to the Board of
Directors’ assessment, that it can be offered at reasonable
administrative costs and financial effects.
Warrant Program 2024/2027 may include a maximum
of 14,000,000 Warrants.
The Warrants can be exercised for B-shares in
the Company from July 1, 2027 up until October 1, 2027. The period
until this date constitutes the "Vesting
Period”.
4.Vesting Period and exercise Price
The Vesting Period for the Warrants shall be a
maximum of three years and four months from their issuance, and the
exercise period shall be from July 1, 2027 up until October 1,
2027.
The exercise price upon the participant's
exercise of the Warrants 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. The exercise of the Warrants may be made through net
settlement.
5. Other terms for the Warrants
In addition to the above, the following terms
shall apply to the Warrants:
- Participants may not transfer,
pledge, or dispose of the Warrants or exercise any rights regarding
the Warrants during the Vesting Period.
- The participant's right to
subscribe for Warrants is conditioned upon (i) the participant not
having resigned or been terminated from their employment with the
Company at the time of subscription, (ii) subscription of Warrants
being legally possible and, according to the Board of Directors’
assessment, feasible with reasonable administrative and economic
efforts, and (iii) the participant and/or, if applicable, their
company, having entered into a special agreement with the Company,
under which the Company, or the Company designates, among other
things, has the right to repurchase the Warrants from the
participant/company if the participant's employment terminates and
in certain other situations, at an amount equal to the market value
of the Warrants and, if applicable, the lower of the market value
and acquisition value of the Warrants. The Board of Directors shall
have the right to make minor adjustments to the terms of the
agreement deemed appropriate or necessary due to labor law or tax
law regulations or administrative conditions.
6. Detailed terms and administration
- The Board of Directors, through the
Remuneration Committee, is responsible for the detailed design and
administration of Warrant Program 2024/2027, within the framework
of the terms and guidelines provided by the Annual General Meeting.
For example, the Board of Directors may decide that no allocation
of Warrants shall be made to a participant, despite the conditions
under point 5 above being met, in cases of fraud, other criminal
activities, or when a participant has acted grossly negligent.
- Certain deviations from or
adjustments to the terms of Warrant Program 2024/2027 may be made
due to local regulations and prevailing market practices or market
conditions, including cash settlement instead of delivery of shares
to participants under certain conditions.
7. Value of and estimated costs for Warrant
Program 2024/2027
Subscription of Warrants shall be made at a
price corresponding to the market value of the Warrants at the time
of subscription. The market value of the Warrants shall be
calculated by an independent valuation institute or audit firm
according to the Black-Scholes valuation model at each individual
time of subscription. Based on a share price of 0.973 SEK, the
market value of the Warrants has been preliminarily estimated at
0.17 SEK per Warrant. The total cost of the subsidy, based on an
option value of 0.17 SEK, is estimated to be a maximum of 2,364,940
SEK for the entire Warrant Program 2024/2027, including social
security costs. The option value has been estimated based on the
Black-Scholes valuation model with assumptions of a share price of
0.973 SEK, a risk-free interest rate of 2.6 per cent, and a
volatility of 58.0 per cent.
The Company will subsidize the participants'
acquisition of Warrants. The subsidy shall be paid out at the start
of the program and the total cost for the subsidy shall correspond
to the premium paid by the participant upon subscription of the
Warrants. Such cost will include both salary costs for the subsidy
paid and social security contributions which means that the subsidy
gross of income tax will be lower than 100 per cent of the premium
paid. For a participant with tax residence in Sweden with a tax
rate for income from employment of 50 per cent and tax rate for
social security contributions of 31.42 per cent, the subsidy net of
income tax will correspond to 38 per cent of the warrant premium.
Thus, the participant is required to make a substantial private
investment to participate.
A participant's entitlement to subsidy requires,
with certain exceptions, that the participant is employed by the
Company at the time of payment of the bonus. Fingerprint reserves
the right to invoke a clawback arrangement in the event of a
participant's termination of employment prior to the end of the
Vesting Period. At such clawback, the participant is obligated to
reimburse the Company for the subsidy received. The amount to be
repaid upon invocation of the clawback shall correspond linearly to
the gross subsidy paid to the participant at the start of the
program and the remaining Vesting Period.
In addition to the above costs, administrative
costs for advisers, etc., in connection with the preparation of
decision documentation and decision-making on the issuance of
Warrants will be incurred. The total administrative costs are
expected to be marginal in relation to other costs of Warrant
Program 2024/2027.
If sufficient majority to issue warrants to
participants in accordance with item b) below is not obtained, and
the Company instead implements a call option program where delivery
of shares to participants is secured through a share swap agreement
with a third party in accordance with item c) below, costs for such
share swap will also be incurred.
8. Dilution
Upon full exercise of all issued Warrants,
Warrant Program 2024/2027 will comprise a maximum of 14,000,000 new
shares in Fingerprint, corresponding to a dilution of approximately
2.2 per cent of all outstanding shares in Fingerprint at the time
of release of the notice to the Annual General Meeting.
The costs of Warrant Program 2024/2027 are
expected to have a marginal impact on the Group's key figures.
9. Objectives of the proposal and reasons for
deviation from the shareholders' pre-emption rights
The Board of Directors wishes to introduce a
long-term incentive program for the Executive Management to
encourage personal long-term ownership in the Company and to
increase and strengthen the opportunities to recruit, retain, and
motivate such individuals. The Board of Directors believes that the
introduction of Warrant Program 2024/2027 is beneficial for the
Company and the shareholders by providing a competitive and
motivational incentive for members of the Executive Management in
the Company.
Based on this, the Board of Directors believes
that the introduction of Warrant Program 2024/2027 will have a
positive effect on the Company's continued development, outweighing
the costs associated with the program, and thus be beneficial for
both shareholders and the Company.
b) Proposal for resolution on issuance
of Warrants
In order to implement the Warrant Program
2024/2027 in a cost-effective and flexible manner, the Board of
Directors proposes that the Meeting resolves, with deviation from
the shareholders´ pre-emption rights, on a directed issue of
maximum 14,000,000 Warrants to the participants in Warrant Program
2024/2027 with the right to subscribe for B-shares in the Company
as follows:
- The Warrants are issued at a price
equivalent to the market value of the Warrants at the time of
subscription. The market value of the Warrants shall be determined
by an independent valuation institute or audit firm according to
the Black-Scholes valuation model at each individual time of
subscription. Based on a share price of 0.973 SEK, the market value
of the Warrants has been preliminarily calculated to be 0.17 SEK
per Warrant.
- Each Warrant shall entitle the
holder to subscribe for one (1) B-share in the Company, and thus
the share capital, upon full exercise, will increase by a maximum
of 609,595.093959 SEK.
- The right to subscribe for the
Warrants is granted, deviating from the shareholders’ pre-emption
rights to the participants in the Warrants Program 2024/2027. The
reasons for deviating from the shareholders' pre-emption rights are
that the Company wishes to introduce the proposed incentive program
Warrants Program 2024/2027.
- Subscription on subscription list
and payment for the Warrants shall be made no later than July 1,
2024. The Board of Directors has the right to extend the
subscription and payment period.
- The Warrants entitle to
subscription of B-shares in the Company from July 1, 2027, up until
October 1, 2027.
- Each Warrant shall entitle the
holder to subscribe for one (1) B-share in the Company at a
subscription price equivalent 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 ten (10)
first trading days following the Annual General Meeting on May 28,
2024. However, the subscription price may never be less than the
share's quota value. Any premium shall be transferred in its
entirety to the unrestricted premium reserve.
- For the Warrants, the other terms
and conditions set forth in the full Warrant terms shall apply. As
indicated in the full Warrant terms, the subscription price as well
as the number of shares to which each Warrant entitles subscription
may, in certain cases, be adjusted in connection with bonus issues,
mergers or splits of shares, new issues, issues of Warrants or
convertible instruments, and in certain other cases. Furthermore,
the timing of the exercise of the Warrants may be advanced and/or
postponed in certain cases.
- The newly issued shares shall
entitle to dividends for the first time on the record date that
occurs closest after the shares have been registered with the
Swedish Companies Registration Office and entered into the share
register maintained by Euroclear Sweden AB.
- The Board of Directors, or the
person appointed by the Board of Directors, is proposed to be
authorized to make minor adjustments that may prove necessary in
connection with the registration of the resolution with the Swedish
Companies Registration Office and, where applicable, Euroclear
Sweden AB.
Considering that the Board of Directors believes
that the issuance of Warrants is most cost-effective, it is
proposed, in the first instance, that hedging measures regarding
Warrant Program 2024/2027 be carried out under this item b). If the
required majority cannot be obtained for the proposal under this
item b), the Company proposes to enter into a share swap agreement
under item c) below.
c) Hedging measures
regarding Warrant Program 2024/2027 in the form of share
swap
If the required majority for the resolution on
the issuance of Warrants under item b) above cannot be achieved,
the Board of Directors may ensure that the Company instead issues
call options ("Call Options") and secures the
delivery of shares expected to result from Warrant Program
2024/2027 by entering into a share swap agreement with a third
party, whereby the third party, in its own name, shall acquire and
transfer shares in the Company to the participants in Warrant
Program 2024/2027. The relevant number of Fingerprint shares shall
correspond to the Warrants proposed under item a) above. The
provisions regarding the terms of Warrants shall then apply to Call
Options issued in accordance with this item c).
Preparation of the proposal
The proposal has been prepared by the
Remuneration Committee in consultation with the Board of Directors
and external advisors. The Board of Directors has decided to
propose Warrant Program 2024/2027 to the Annual General
Meeting.
Other share-related incentive
programs
The Company currently has no ongoing incentive
programs.
Item 20 - Resolution to
amend the articles of association
The Board of Directors proposes that the general
meeting resolves to amend 4 § and 5 § first paragraph in the
Company’s articles of association in accordance with the below to
increase the limits for the permitted maximum share capital and the
permitted maximum number of shares as well as the permitted maximum
number of shares of each class that may be issued.
Proposed
wording § 4
Share
capital The
share capital shall amount to not less than SEK 87,085,013.422825
and not more than SEK 348,340,053.691301. The number of shares
shall not be fewer than 2,000,000,000 and not exceed
8,000,000,000.
§ 5 Classes of
shares The
Company’s shares may be issued in two classes, designated Class A
carrying ten (10) votes per share and Class B carrying one (1) vote
per share. Class A shares may be issued in a maximum number of
648,648,649 and Class B shares in a maximum number of
7,351,351,351.
A resolution in accordance with this item 20 is
conditional upon that the general meeting resolves to approve the
proposal in accordance with item 23 below.
It is proposed that the Board of Directors is
authorised to submit for registration at the Swedish Companies
Registration Office the articles of association according to this
item 20, item 21, or item 22 which limits for the minimum and
maximum number of shares in the Company is compatible with the
total number of shares in the Company when implementing the rights
issue resolved on by the Board of Directors subject to the approval
of the general meeting in accordance with item 23 below. The Board
of Directors, or the person that the board of directors will
appoint, shall be authorised to make minor adjustments to the
general meeting’s resolutions as may be required in connection with
registration at the Swedish Companies Registration Office.
Item 21 - Resolution to
amend the articles of association
The Board of Directors proposes that the general
meeting resolves to amend 4 § and 5 § first paragraph in the
Company’s articles of association in accordance with the below to
increase the limits for the permitted maximum share capital and the
permitted maximum number of shares as well as the permitted maximum
number of shares of each class that may be issued.
Proposed
wording § 4
Share
capital The
share capital shall amount to not less than SEK 54,428,133.389266
and not more than SEK 217,712,533.557063. The number of shares
shall not be fewer than 1,250,000,000 and not exceed
5,000,000,000.
§ 5 Classes of
shares The
Company’s shares may be issued in two classes, designated Class A
carrying ten (10) votes per share and Class B carrying one (1) vote
per share. Class A shares may be issued in a maximum number of
405,405,405 and Class B shares in a maximum number of
4,594,594,595.
A resolution in accordance with this item 21 is
conditional upon that the general meeting resolves to approve the
proposal in accordance with item 23 below.
It is proposed that the Board of Directors is
authorised to submit for registration at the Swedish Companies
Registration Office the articles of association according to this
item 21, item 20, or item 22 which limits for the minimum and
maximum number of shares in the Company is compatible with the
total number of shares in the Company when implementing the rights
issue resolved on by the Board of Directors subject to the approval
of the general meeting in accordance with item 23 below. The Board
of Directors, or the person that the board of directors will
appoint, shall be authorised to make minor adjustments to the
general meeting’s resolutions as may be required in connection with
registration at the Swedish Companies Registration Office.
Item 22 - Resolution to
amend the articles of association
The Board of Directors proposes that the general
meeting resolves to amend 4 § and 5 § first paragraph in the
Company’s articles of association in accordance with the below to
increase the limits for the permitted maximum share capital and the
permitted maximum number of shares as well as the permitted maximum
number of shares of each class that may be issued.
Proposed
wording § 4
Share
capital The
share capital shall amount to not less than SEK 21,771,253.355706
and not more than SEK 87,085,013.422825. The number of shares shall
not be fewer than 500,000,000 and not exceed 2,000,000,000.
§ 5 Classes of
shares The
Company’s shares may be issued in two classes, designated Class A
carrying ten (10) votes per share and Class B carrying one (1) vote
per share. Class A shares may be issued in a maximum number of
162,162,162 and Class B shares in a maximum number of
1,837,837,838.
A resolution in accordance with this item 22 is
conditional upon that the general meeting resolves to approve the
proposal in accordance with item 23 below.
It is proposed that the Board of Directors is
authorised to submit for registration at the Swedish Companies
Registration Office the articles of association according to this
item 22, item 20, or item 21 which limits for the minimum and
maximum number of shares in the Company is compatible with the
total number of shares in the Company when implementing the rights
issue resolved on by the Board of Directors subject to the approval
of the general meeting in accordance with item 23 below. The Board
of Directors, or the person that the board of directors will
appoint, shall be authorised to make minor adjustments to the
general meeting’s resolutions as may be required in connection with
registration at the Swedish Companies Registration Office.
Item 23 - Resolution on
subsequent approval of the Board of Directors’ decision on an issue
of shares with preferential rights for existing
shareholders
Background
On April 26, 2024, the Company announced that
the Board of Directors had decided on a partially guaranteed issue
of shares of B-shares in an amount of up to approximately SEK 310
million with preferential rights for existing shareholders (the
“Rights Issue”).
Proposal
The Board of Directors proposes that the general
meeting resolves to approve the Board of Directors’ decision to
carry out the Rights Issue, mainly on the terms and conditions set
out below.
Decision on the final terms and
conditions
The Board of Directors will, no later than on
May 23, 2024, decide on the maximum amount by which the Company’s
share capital may be increased with, the number of B-shares to be
issued (including the number of subscription rights to which each
existing share in the Company shall entitle and the number of
B-shares that each subscription right shall entitle to) and the
subscription price to be paid for each B-share.
Allotment of shares in certain
cases
Granting of B-shares in the Rights Issue that
would entail that a party who guarantee part of the Rights Issue
gains control of ten (10) per cent or more of the votes in the
Company following the Rights Issue entail a requirement for a prior
decision from the Inspectorate of Strategic Products in accordance
with the Screening of Foreign Direct Investments Act (2023:560)
and, if applicable, any other equivalent body pursuant to
legislation in any other jurisdiction, to approve the investment or
leave the application therefore without remark (“FDI
Decision”). Such B-shares in the Rights Issue which, if
granted to a party who guarantee part of the Right Issue, would
require a FDI Decision and such FDI Decision has not been obtained
at the time of granting are referred to as “FDI
Shares”.
Subscription right
- The record date for the right to
participate in the Rights Issue shall be May 30, 2024.
- Each shareholder have preferential
right to subscribe for new B-shares in proportion to the number of
shares previously held. In the event that not all B-shares are
subscribed for by exercising subscription rights, the board of
directors shall, within the maximum limit of the Rights Issue,
decide on allotment of B-shares subscribed for without exercising
of subscription rights in accordance with the following allotment
principles:
(a) Firstly, allotment of
B-shares shall be granted to those who have subscribed for B-shares
by exercising subscription rights, regardless if they were
registered as shareholders on the record date or not, and in the
event of over-subscription, pro rata in relation to their
subscription by exercising subscription rights, and to the extent
this is not possible, by drawing lots,
(b) Secondly, allotment of
B-shares shall be granted to others who have subscribed for
B-shares without exercising subscription rights, and in the event
of over-subscription, pro rata in relation to the subscribed
amount, and to the extent this is not possible, by drawing
lots,
(c) Thirdly, allotment of
B-shares, that does not constitute FDI Shares, shall as applicable
be granted to a party who have guaranteed part of the Rights Issue
with allotment before other guarantors in accordance with separate
agreement with the Company (“Primary Subscription
Guarantee”),
(d) Fourthly, allotment of
B-shares, that does not constitute FDI Shares, shall as applicable
be granted to the parties who, subordinated to the Primary
Subscription Guarantee, guarantees part of the Rights Issue, pro
rata in relation to such guarantee commitments in accordance with
separate agreement with the Company, and
(e) Ultimately, as
applicable, allotment of B-shares that constitutes FDI Shares shall
be granted to the relevant party who guarantees part of the Rights
Issue if and when that guarantor has obtained a positive FDI
Decision.
- The new B-shares shall carry the
right to dividend for the first time on the dividend record date
that follows immediately after the new B-shares have been
registered with the Swedish Companies Registration Office and in
the share register maintained by Euroclear Sweden AB.
- Subscription for B-shares by
exercising subscription rights shall be made between June 3, 2024
and June 17, 2024 through payment in cash. Subscription for
B-shares without exercising subscription rights shall be carried
out on a separate application form during the same period. Payment
for B-shares subscribed for without exercising subscription rights
shall be made through payment in cash no later than June 24, 2024.
The board of directors shall have the right to extend the
subscription period as well as the payment period.
- Notwithstanding item 4 above,
subscription for FDI Shares, shall be made between June 3, 2024 and
the earlier of (i) the business day that falls three (3) business
days from an obtained FDI Decision (however not earlier than the
last day of the general subscription period set out in item 4) and
(ii) August 31, 2024. Notwithstanding item 4 above, payment for FDI
Shares shall be made through payment in cash no later than the last
day in the subscription period for the FDI Shares (however not
earlier than June 24, 2024).
- The premium from the Rights Issue
shall be transferred in its entirety to the unrestricted statutory
reserve.
- The board of directors, or any
person appointed by the board of directors, shall be entitled to
make the minor adjustments to the above resolutions that may prove
necessary in connection with the registration with the Swedish
Companies Registration Office and Euroclear Sweden AB.
Conditions for completion
The resolution under this item 23 is conditional
upon the general meeting resolving to amend the Company’s articles
of association.
Item 24 – Board of Directors’ proposal
regarding authorization of the Board to execute minor
adjustments
The Board of Directors proposes that the Meeting
authorizes the Board, or such person appointed by the Board, to
make minor adjustments to the resolutions passed at the AGM should
they be required in conjunction with registration with the Swedish
Companies Registration Office or Euroclear Sweden AB.
E. Majority requirements
Valid resolutions under items 17 and 18 above
requires the support of not less than two-thirds of both the votes
cast and the number of shares represented at the AGM. A valid
resolution under item 19 b) above requires the support of not less
than nine-tenths of both the votes cast and the number of shares
represented at the AGM.
F. Shareholders’ right to request
information
Shareholders are reminded of their right
pursuant to Chapter 7, Section 32 of the Swedish Companies Act to
request that the Board of Directors and CEO provide information at
the AGM in respect of any circumstances which may affect the
assessment of a matter on the agenda. The obligation to provide
information also applies to the Company’s relationship to other
group companies. 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.fingerprints.com/agm2024, 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
612,631,603 (7,875,000 A-shares and 604,756,603 B-shares). The
total number of votes are 683,506,603. The Company holds 3,800,000
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, April 2024
Fingerprint Cards AB (publ)
Board of Directors
Fingerprint Cards AB (TG:FPQ1)
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