Notice to attend the 2026 Annual General Meeting of Fingerprint Cards AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Informationsteknik |
| Industri | Elektronisk utrustning |
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The shareholders of Fingerprint Cards AB (publ), Corp. Reg. No. 556154-2381 (hereinafter referred to as the “Company” or “Fingerprint”), are hereby invited to attend the Annual General Meeting (“AGM” or the “Meeting”) to be held at 1:00 p.m. on Wednesday, June 3, 2026, at the premises of KANTER Advokatbyrå at Engelbrektsgatan 3, 114 32 Stockholm. Registration begins at 12:30 p.m.
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 Tuesday, May 26, 2026, 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 Thursday, May 28, 2026, or submit a postal vote in accordance with the instructions set out in the section “C. Voting by post” no later than on Thursday, May 28, 2026.
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 Tuesday, May 26, 2026. 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 Thursday, May 28, 2026, are taken into account when preparing the share register.
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 Thursday, May 28, 2026, either via www.fpc.com/investor/corporate-governance/general-meetings/agm-2026/, by telephone +46 (0) 771-24 64 00, by e-mail to [email protected] or by mail to: Computershare AB, "Fingerprint Cards AB AGM 2026", P.O. Box 149, SE-182 12 Danderyd, 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 is available on the Company’s website, www.fpc.com/investor/corporate-governance/general-meetings/agm-2026/. 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.
1. Website Voting: Voting may be submitted electronically through signing with BankID on the Company’s website, www.fpc.com/investor/corporate-governance/general-meetings/agm-2026/.
2. E-mail Voting: Voting may be submitted by completing the voting form available on the Company’s website, www.fpc.com/investor/corporate-governance/general-meetings/agm-2026/, 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).
3. Regular Mail: Voting may be submitted by completing the voting form available on the Company’s website, www.fpc.com/investor/corporate-governance/general-meetings/agm-2026/, 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 AGM 2026”, Box 149, 182 12 Danderyd, 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 Thursday, May 28, 2026. 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 for shareholders wishing to participate via proxy will be available from the Company’s website, www.fpc.com/investor/corporate-governance/general-meetings/agm-2026/. 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:
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to attest the minutes
- Determination of whether the Meeting has been duly convened
- The President’s presentation
- Presentation of the submitted Annual Report and the Auditor's Report, and the Consolidated Financial Statements and the Auditor's Report on the Consolidated Financial Statements
- Resolutions regarding:
- adoption of the Income Statement and the Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet
- appropriation of the Company's profit/loss according to the adopted Balance Sheet
- discharge from liability of the Board of Directors and the President
- Approval of the remuneration report
- Determination of the number of Board members and Auditors
- Determination of remuneration of Board members
- Determination of remuneration of the Auditors
- Election of Board members and Chairman of the Board
- Election of Auditors
- Closing of the Meeting
Proposals for resolution
Nomination Committee´s proposals concerning items 2, 11 – 15 on the agenda
The Nomination Committee comprises Christian Lagerling (Chairman of the Board of Directors), Sara Viktorsson (appointed by shareholder Johan Carlström with company), Niels Henrik Balle (shareholder) and Torbjörn Persson (shareholder).
Item 2 – Election of Chairman of the Meeting
The Nomination Committee proposes that attorney-at-law Alexander Grägg be appointed Chairman of the AGM.
Item 11 – Determination of the number of Board members and Auditors
The Nomination Committee proposes that the Board of Directors comprise of three (3) regular members and no deputy members. The Nomination Committee proposes that the number of auditors shall be one registered firm of accountants and one auditor with no deputy auditor.
Item 12 – Determination of remuneration of Board members
The Nomination Committee proposes that the fees paid to each member of the Board are not increased compared to the previous term. This means that the Nomination Committee proposes that fees of SEK 675,000 shall be paid to the Chairman of the Board and SEK 295,000 to each other member of the Board. Further, the Nomination Committee proposes that no remuneration shall be paid to a Board member that is employed and paid by the Company.
Furthermore, the Nomination Committee proposes that no fee shall be paid for committee work.
Item 13 – Determination of remuneration of the Auditors
Remuneration of auditors is to be paid in accordance with approved invoices.
Item 14 – Election of Board members and Chairman of the Board
The Nomination Committee proposes re-election of Christian Lagerling, Adam Philpott and Carl Johan Grandinson as Board members for the period until the end of the next AGM. It is proposed that Christian Lagerling is re-elected as Chairman of the Board.
Information on the members proposed for re-election can be found in the corporate governance section on the Company’s website, www.fpc.com.
Item 15 – Election of Auditors
The Nomination Committee proposes that, in accordance with the Audit Committee’s recommendation, the registered firm of accountants BDO Mälardalen AB, with the Authorized Public Accountant Johan Pharmanson as Auditor-in-Charge, are re-elected as auditors for a term of office of one year up until the end of the next AGM. Information about BDO Mälardalen AB and Johan Pharmanson is available at www.bdo.se.
Board of Directors' proposals concerning item 9b on the agenda
Item 9b – Appropriation of the Company's profits
The Board of Directors proposes that the net profit for the year and retained earnings be appropriated in accordance with the motion in the Annual Report. The proposal entails that no dividend will be paid.
E. 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 the Company’s financial situation or 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.
F. Documentation and number of shares and votes
Documentation will be available at the Company and on its website, www.fpc.com/investor/corporate-governance/general-meetings/agm-2026/, 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 7,587,687 shares (3,937 A-shares and 7,583,750 B-shares). The total number of votes are 7,623,120. The Company holds 1,900 own B-shares.
G. 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.
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Gothenburg, May 2026
Fingerprint Cards AB (publ)
Board of Directors