Bulletin from the Extraordinary General Meeting held on 17 January 2025 in Fingerprint Cards AB (publ)

Fingerprint Cards AB

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At the extraordinary general meeting in Fingerprint Cards AB (publ) ("Fingerprints” or the "Company”) held on 17 January 2025 it was resolved on, among other things, subsequent approval of the Board of Directors’ decision on an issue of units with preferential rights for existing shareholders (the "Rights Issue”) and certain technical measures to facilitate the Rights Issue. 

Approval of the Board of Directors’ decision to carry out the Rights Issue

The Meeting resolved to approve the Board of Directors’ decision on a rights issue of units consisting of new shares of series B ("B-shares”) and warrants entitling for subscription of B-shares ("Warrants”) (together "Units”). The record date for the right to participate in the Rights Issue is 24 January 2025.

Shareholders in the Company will receive one (1) unit right per each existing share (irrespective of class) held on the record date, of which eleven (11) such unit rights entitle to subscribe for one (1) Unit in the Rights Issue. Each Unit consists of forty-eight (48) B-shares and eight (8) Warrants.

The subscription price per Unit have been set to SEK 0.48, corresponding to SEK 0.01 per underlying B-share (the Warrants are issued free of charge), which entails that the Rights Issue, if fully subscribed for, will provide the Company with proceeds of approximately SEK 159.9 million before deduction of issue costs related to the Rights Issue. A maximum of 333,126,105 Units will be issued in total. For more information on the Rights Issue, please see the prospectus that Fingerprints expects to publish on or around 23 January 2025.

The Meeting’s resolution to approve the Board of Directors’ decision on the Rights Issue was supported by shareholders that represented at least two thirds (2/3) of both the votes cast and the shares represented at the Meeting.

Certain technical measures

The Meeting resolved, in accordance with the Board of Directors’ proposal, that the share capital is to be reduced by SEK 158,988,426.514333. The reduction is carried out in order to reduce the shares’ quotient value to enable the Rights Issue. Following the reduction, Fingerprints’ share capital will amount to SEK 733,637.4316 divided among 3,668,187,158 shares in total (prior to the Rights Issue), each with a quotient value of approximately SEK 0.0002.

The Meeting also resolved, in accordance with the Board of Directors’ proposals, to adopt two alternative articles of associations as well as to authorize the Board of Directors to, in connection with the registration (including registration in part) of the Rights Issue, 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.

The Meeting also resolved, in accordance with the Board of Directors’ proposals, to increase the share capital by SEK 158,988,426.514333 through a bonus issue, without issuing shares, by transfer from unrestricted equity. The bonus issue, together with the Meetings’ resolution on reduction of the share capital, entails that neither the Company’s restricted equity nor its share capital is reduced by the measures.

Authorization to the Board of Directors to resolve on the issue of new B-shares, warrants and/or convertible bonds entitling to B-shares with or without preferential rights for the shareholders

The Meeting resolved not 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 B-shares, warrants and/or convertible bonds entitling to B-shares.

Minutes and complete resolutions

The minutes from the Meeting, including the complete resolutions, will be available at the Company and on the Company’s website, www.fingerprints.com.

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

Attachment

• 250117 - Bulletin from 2025 EGM