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
investrel@fingerprints.com
Press:
+46(0)10-172 00 20
press@fingerprints.com
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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