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The shareholders of Fingerprint Cards AB (publ), Corp. Reg. No. 556154-2381 (hereinafter referred to as the "Company” or "FPC”), are hereby invited to attend an Extraordinary General Meeting ("AGM” or the "Meeting”) to be held at 10:00 a.m. on Monday, August 18, 2025, at the premises of KANTER Advokatbyrå at Engelbrektsgatan 3, 114 32 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 Friday, August 8, 2025, 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 Tuesday, August 12, 2025, or submit a postal vote in accordance with the instructions set out in the section "C. Voting by post” no later than on Tuesday, August 12, 2025. 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 Friday, August 8, 2025. 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 Tuesday, August 12, 2025, are taken into account when preparing the share register.
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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 Tuesday, August 12, 2025, either via www.fpc.com/investors/corporate-governance/general-meetings/, by telephone +46 (0) 771-24 64 00, by e-mail to [email protected] or by mail to: Computershare AB, "Fingerprint Cards AB EGM 2025", 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.fpc.com/investors/corporate-governance/general-meetings/. 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.fpc.com/investors/corporate-governance/general-meetings/.
E-mail Voting: Voting may be submitted by completing the voting form available on the Company’s website, www.fpc.com/investors/corporate-governance/general-meetings/, and then e-mailing such form to the email address [email protected], 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.fpc.com/investors/corporate-governance/general-meetings/, 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 EGM 2025”, 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 Tuesday, August 12, 2025. 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 will be provided on request and is also available on the Company’s website, www.fpc.com/investors/corporate-governance/general-meetings/. 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. (CEST).
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) Board of Directors’ proposal regarding:
a) revocation of the resolution the reverse share split
b) an amendment of the articles of association,
c) an amendment of the articles of association, and
d) a reverse share split
8) Closing of the Meeting
Proposals for resolution
Item 2 - Election of Chairman of the Meeting
The Board of Directors proposes that attorney-at-law Ebba Olsson Werkell be appointed Chairman of the AGM.
Item 7 - Board of Directors’ proposal regarding a) revocation of the resolution the reverse share split, b) an amendment of the articles of association and c) an amendment of the articles of association and d) a reverse share split
At the Annual General Meeting of FPC held on June 24, 2025, a resolution was passed to carry out a reverse share split, whereby two thousand (2,000) existing shares will be consolidated into one (1) new share (reverse split 1:2,000). As announced on July 3, 2025, the Board of Directors had determined the record date for the reverse split to July 11, 2025. Due to unforeseen technical issues beyond FPC’s control, the reverse share split cannot be carried out in accordance with the timeline announced on July 3, 2025. On 8 July 2025, the Board of Directors decided to revoke the decision on the record date and postpone the reverse share split. The decision on the reverse share split has therefore not been implemented.
The Board of Directors therefore proposes that the Meeting resolves:
a) to revoke the resolution adopted by the Annual General Meeting on June 24, 2025, regarding
an amendment of the articles of association, a reverse share split and transfer of Class B treasury shares, and b) an amendment of the articles of association to reflect the actual number of shares in the company
The Board of Directors further proposes that the Meeting resolves a revised technique for the reverse share split by resolution of c) an amendment of the articles of association and d) a reverse share split. The proposals under items a) - d) shall be considered as one proposal and therefore be adopted by the Meeting as one resolution.
a) Revocation of previous decisions on reverse share split
The Board of Directors proposes that the Meeting resolves to annul the resolution passed by the Annual General Meeting on 24 June 2025 regarding a) amendment of the Articles of Association, b) reverse share split and c) transfer of own Class B shares.
b) Amendment of the articles of association
In order to restore the Articles of Association to the previous limits due to item 7 a) above, the Board of Directors proposes that § 4 and the first section of § 5 in the articles of association regarding number of shares is amended as follows:
Current wordingProposed 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 3,500,000 and not exceed 14,000,000.
§ 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 7,000,000,000 and not exceed 28,000,000,000.§ 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 to a maximum number of 1,235,294 and Class B shares to a maximum number of 12,764,706.
§ 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 to a maximum number of 2,470,588,233 and Class B shares to a maximum number of 25,529,411,767.
c) Amendment of the articles of association
In order to reflect the proposal on a reverse share split under item 7 d) below, the Board of Directors proposes that § 4 and the first section of § 5 in the articles of association regarding number of shares is amended as follows:
Current wordingProposed 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 7,000,000,000 and not exceed 28,000,000,000.§ 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 3,500,000 and not exceed 14,000,000.
§ 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 to a maximum number of 2,470,588,233 and Class B shares to a maximum number of 25,529,411,767.§ 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 to a maximum number of 1,235,294 and Class B shares to a maximum number of 12,764,706.
d) Reverse share split
In order to have a suitable number of shares, the Board of Directors proposes that the Meeting resolves on a reverse share split of the Company’s shares where 2,000 existing shares shall be consolidated to one share (reverse share split 1:2,000). After the reverse share split has been completed, the number of shares and votes in the Company, based on the current number of outstanding shares, will decrease from 15,175,375,766 shares (7,875,000 A-shares and 15,167,500,766 B-shares) and 15,246,250,766 votes to 7,587,687 shares (3,937 A-shares and 7,583,750 B-shares) and 7,623,120 votes. Each share will have a quota value of approximately SEK 21.353477 after the reverse share split.
The Board of Directors proposes that the Meeting authorizes the Board of Directors to determine the record date for the reverse share split. The record date may not be fixed such that it falls prior to registration of the reverse share split with the Companies Registration Office.
The aggregation will be done by rounding down for shareholders with excess shares. The Company intends to use an issuing agent for the sale of B shares (corresponding to the sum of the fractions resulting from the rounding down and division). Allocation of new shares to shareholder and nominee accounts will be made automatically with rounding down. Euroclear will transfer excess shares (corresponding to the sum of fractions) to the issuing agent engaged by the Company, which will be sold by the issuing agent, who will also be responsible for the preparation of control data. Compensation for fractions will be paid to the shareholders concerned by the issuing agent or Euroclear. The excess shares (fractions of A and B shares) that do not entitle to new shares will be cancelled through the resolution.
E. Majority requirements
Valid resolutions under item 7 above require the support of not less than two-thirds of both the votes cast and the number of shares represented at the Meeting.
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.fpc.com/investors/corporate-governance/general-meetings/, 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 15,175,375,766 shares (7,875,000 A-shares and 15,167,500,766 B-shares). The total number of votes are 15,246,250,766. 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, July 2025
Fingerprint Cards AB (publ)
Board of Directors
Attachment
250716 - Notice EGM 2025