Extraordinary General meeting 4 March 2013 – Incentive program
The Extraordinary General Meeting (EGM) of Fingerprint Cards AB (publ) (the “Company”) has approved a private placement of share warrants and has resolved to approve the transfer of share warrants, etcetera.
A. Issue of share warrants
The EGM in the Company has resolved that the Company shall issue a maximum of 1 300 000 share warrants.
The right to subscribe for the share warrants shall, disapplying the shareholders’ preferential rights, be allotted to Fingerprint Security System Databärare AB (the “Subsidiary”), a wholly owned subsidiary of the Company. Subscription must be completed no later than March 5, 2013. The share warrants will be issued without consideration. The Subsidiary shall transfer the share warrants according to what is stated in “Transfer of share warrants” below. The Subsidiary has subscribed for 1 300 000 share warrants.
Each share warrant entitles its holder to subscribe for one new class B share in the Company. In accordance with the terms and conditions of the share warrants, subscription may occur as of February 5, 2016 up to and including March 5, 2016. The subscription price will correspond to 200 percent of the quoted volume-weighted average purchase price for class B shares in the Company on NASDAQ OMX Stockholm from February 18, 2013 up to and including March 1, 2013. The subscription price has been set at SEK 52.35. The increase in the Company’s share capital upon full exercise of the share warrants will amount to SEK 260 000, corresponding to dilution of approximately 2.3 percent of the total number of shares in the Company and approximately 1.9 percent of the total number of votes in the Company.
The reason for disapplying the shareholders’ preferential right is to enable the employees, by investing themselves, to participate in and work for a positive value trend of the Company’s share during the entire period covered by the proposed program, as well as to enable the Company to recruit competent and committed personnel.
B. 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 share warrants from the Subsidiary shall accrue one senior executive of Fingerprint Cards Group who at the end of the application period have not been notified of termination of employment, or resigned. 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 acquisition of share warrants can be made up to and including March 5, 2013, and in lots corresponding to either the highest number of share warrants offered or reduced by lots of 1,000 share warrants.
The share warrants shall 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 1.79.
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.
C. 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 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 resolution that may prove necessary in conjunction with registration of the warrants at the Swedish Companies Registration Office and with Euroclear Sweden AB.
D. 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, firstname.lastname@example.org
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 March 5, 2013, at 8:00 a.m.
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.