A. Issue of share warrants
The EGM in the Company has resolved that the Company shall issue a maximum of 2,000, 000 share warrants.
The right to subscribe for the share warrants shall, dis-applying 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 November 18, 2011. 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 2,000, 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 November 18, 2014 up to and including December 18, 2014. 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 November 3, 2011 up to and including November 16, 2011. The subscription price has been set at SEK 13,64. The increase in the Company’s share capital upon full exercise of the share warrants will amount to SEK 400,000, corresponding to dilution of approximately 4.00 percent of the total number of shares in the Company and approximately 3.29 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 solely to the CEO, Other senior executives, Other employees and Future key personnel recruitment(s) of the 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 as from November 3, 2011 up to and including November 18, 2011, and in lots corresponding to either the highest number of share warrants offered or reduced by lots of 1,000 share warrants.
Allotment shall be made in full lots of share warrants and to the full number the person with acquisition rights has applied for, unless a reduction is made due to the number of applications exceeding the number of issued share warrants. The allotment shall have the following categorization: the CEO, Other senior executive, Other employees and Future key personnel recruitment(s). The highest number of share warrants accruing to any person in the respective categories is 500,000 to the CEO, 100,000 to Other senior executives, 40,000 to Other employees and 1,000, 000 to Future key personnel recruitment(s).
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 0,41. The share warrants not acquired by those entitled to make the acquisition shall be retained in the Subsidiary until further notice, so that they can be offered to other newly recruited future employees on market terms pursuant to instructions from the Board of Directors of the Company and in accordance with the principles stated above.
Participants in the warrant program will acquire the share warrants at market value.
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.
Fingerprint Cards AB (publ), Box 2412, SE-403 16 Gothenburg, Sweden.
Fingerprint Cards AB (FPC) is listed on Nasdaq OMX Stockholm (FING B) and has its head office in Gothenburg, Sweden.
Fingerprint Cards AB (publ) discloses this information pursuant to the Swedish Securities Market Act (Sw. lagen (2007:528) om värdepappersmarknaden) and the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument).
About Fingerprint Cards AB (FPC)
Fingerprint Cards AB (fingerprints.com) develops, produces and markets biometric components that through 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 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 telephones, where extremely rigorous demands are placed on such characteristics. FPC’s technology can also be used in IT, for Internet security, access control, etc.