At the Annual General Meeting of Fingerprint Cards AB held on June 5, 2009, the decisions made included the following:
Annual report and dividend
The Income and Balance Sheets were adopted and it was decided that no dividend would be issued for the financial year of 2008.
Election of Board members chairman of the board and remunerations
Mr. Tommy Trollborg, Mr. Géza Fülöp and Mr. Christer Bergman were re-elected as members of the Board. As new board members Mr. Urban Fagerstedt and Mr. Anders Hultqvist were elected. Mr. Tommy Trollborg was elected Chairman of the Board. The Annual General Meeting also resolved that remuneration to the board shall be given so that the Chairman of the Board receives SEK 85,000, the other board members receive SEK 60,000 each. Mr. Perc Brodén and Mr. Lennart Carlson had declined re-election.
Amendments of the Articles of Association
In accordance with the proposal of the Board, the Annual General Meeting resolved to amend § 9 in the Articles of Association, the third sentence about notice to attend the AGM, to read as follows: “Notice shall be made through an announcement in Post- och Inrikes Tidningar and on the Company’s website. The fact that notice has been given shall be advertised in Dagens Industri.” The resolution by the Annual Meeting regarding this amendment to the Articles of Association shall be conditional on an amendment to the Companies Act’s (SFS 2005:551) rules relating to the way of giving notice having come into force, which means that the proposed wording of paragraph 9 above is compatible with the Companies Act.
It was resolved to amend §4 of the Articles of Association, ”Share capital”, to read as follows: The minimum capital stock of the Company shall be SEK 3 000 000 and the maximum capital stock shall be SEK 12 000 000. The number of shares shall be minimum 15 000 000 and maximum 60 000 000.”
It was resolved to amend §5 “Class of shares” of the Articles of Association, first paragraph to read as follows: “The Company´s shares may be issued in two different classes, series A carrying ten (10) votes per share and series B carrying one (1) vote per share. Shares of series A may be issued to a maximum number of 4 500 000 and shares of series B to a maximum number of 55 500 000.”
Authorization of the Board to resolve upon issue of new shares with pre-emption rights
The Meeting authorized the Board to, until the time of the next Annual General Meeting, resolve upon issue of new shares of series A and series B to a number that follows the constraints in the articles of association.The Company´s shareholders shall have pre-emption rights to subscribe for the new shares at terms that will be resolved upon by the Board later.
Authorization of the Board to resolve upon issue of new B shares with deviation from the shareholders´ pre-emption rights
The Meeting authorized the Board to, on one or more occasions until the time of the next AGM, resolve upon issue of new B shares, with deviation from the shareholders´ pre-emption rights, of up to a maximum of 8 000 000 shares. Shares shall be paid for in cash and at a fair market price per share that will be determined by the Board. Prescription shall mainly be made available to institutional, industrial, and financial investors.