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2014-05-07

Fingerprint Cards AB: Annual General Meeting of Fingerprint Cards AB (publ)

The shareholders of Fingerprint Cards AB (publ), Corp. Reg. No. 556154-2381,
(referred to below as "the Company") are hereby invited to attend the Annual
General Meeting to be held at 5:30 p.m. on Wednesday, June 4, 2014 at the
Radisson Blu Scandinavia Hotel, Södra Hamngatan 59-65 in Gothenburg, Sweden.

A. Right to participate in the Meeting
Shareholders wishing to attend the Annual General Meeting (AGM) must be
entered in the share register maintained by Euroclear Sweden AB by Wednesday,
May 28, 2014, and notify the Company of their intention to attend the Meeting
no later than May 28, 2014, at 4:00 p.m. via the company's
websitewww.fingerprints.com/arsstamma, by telephoning +46 8-518 01 553 or by
regular mail to the following address: Fingerprint Cards AB, c/o
Computershare, Box 610, SE-182 16 Danderyd.

On giving notice of attendance, shareholders must state their name, personal
or corporate identity number, address, telephone number, e-mail address, any
advisors and shareholdings. A proxy form for shareholders wishing to
participate via proxy will be available from the Company's
website,www.fingerprints.com. Shareholders represented by proxy must issue a
dated power of attorney authorizing the representation. If power of attorney
is issued by a legal entity, a certified copy of the registration certificate
or the equivalent for the legal entity must be appended. The power of
attorney and registration certificate must be sent by letter to the Company
at the above-stated address in due time prior to the AGM. Documents may not
be older than one year.

To be entitled to participate in the proceedings of the AGM, owners with
shares nominee-registered through a bank's trustee department or other
trustee must temporarily register the shares in their own name with Euroclear
Sweden AB. Such registration must be completed as of May 28, 2014, and the
trustee should therefore be notified in due time before the said date.
Participation passes for those shareholders who have registered an intention
to participate in the AGM will be sent by regular mail starting on May 30,
2014. It will be necessary to display the participation pass when entering
the AGM premises.

B.
Business at the Meeting
Proposal for 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 approve the minutes
6) Determination whether the Meeting has been duly convened
7) The President's presentation
8) Presentation of the submitted Annual Report and the Auditor's Report, and
the Consolidated Financial Statements and the Group Auditor's Report
9) Resolutions regarding:
a) adoption of the Income Statement and the Balance Sheet, and the
Consolidated Income Statement and Consolidated Balance Sheet
b) appropriation of the Company's profits according to the adopted Balance
Sheet
c) discharge from liability of the Board of Directors and the President
10) Determination of the number of Board members
11) Determination of remuneration of the Board of Directors
12) Determination of remuneration of the auditors
13) Election of Board members and Chairman of the Board
14) Election of auditors;
15) Board of Directors' motion concerning the composition of the Nomination
Committee
16) Board of Directors' motion concerning approval of guidelines for
remuneration of senior executives
17) Board of Directors' motion concerning authorization of the Board, until
the time of the next AGM, to resolve upon the issue of Class B shares to
institutional and financial investors, disapplying the preferential rights of
shareholders
18) Board of Directors' motion concerning authorization of the Board, until
the time of the next AGM, to resolve on the issue of shares with preferential
rights for shareholders
19) Board of Directors' motion concerning authorization of the Board to
execute minor adjustments to decisions taken at the AGM in conjunction with
registration with the Swedish Companies Registration Office and Euroclear
Sweden AB.
20) Closing of the meeting
Proposals for resolution, etc.

The Nomination Committee's proposals relating to items 2, 10-15 on the agenda
The Nomination Committee was formed in accordance with the resolution passed
by the 2013 AGM and comprises Dimitrij Titov, Lars Söderfjell and Tommy
Trollborg.

Item 2 - Election of Chairman of the Meeting

The Nomination Committee proposes that attorney-at-law Dimitrij Titov be
appointed Chairman of the AGM.

Item 10 - Determination of the number of Board members

The Nomination Committee proposes that the Board of Directors comprise six (6)
regular members and no deputy members.

Item 11 - Determination of remuneration of Board of Directors

The Nomination Committee proposes that the Board of Directors be paid fees
totaling SEK 1,230,000, of which SEK 350,000 to the Chairman of the Board and
SEK 220,000 to each of the other non-executive Board members. If tax-related
prerequisites for invoicing exist, and on condition that it is cost-neutral
for the company, the possibility to invoice director fees from the member's
own company will be provided. If a Board member invoices his/her director fee
via a company, the fee will be increased by an amount corresponding to social
security contributions and statutory VAT.

Item 12 - Determination of remuneration of the auditors

Remuneration of auditors is to be paid in accordance with approved invoices.

Item 13 - Election of Board members and Chairman of the Board

The Nomination Committee proposes the reelection of Urban Fagerstedt, Christer
Bergman, Alexander Kotsinas, Tord Wingren and Johan Carlström and the new
election of Eva Lindqvist. It is proposed that Urban Fagerstedt be reelected
as Chairman of the Board.
A detailed description of the proposed members is available at the Company's
website,www.fingerprints.com.

Item 14 - Election of auditors

The Nomination Committee proposes that the company have a registered firm of
accountants as its auditor and that the registered firm of accountants KPMG
AB be reelected as the company's auditor for a period in office of one year
up until the end of the 2015 AGM. KPMG AB has announced the intention that
Authorized Public Accountant Johan Kratz be appointed Auditor-in-Charge.

Item 15 - Resolution concerning the Nomination Committee

The Nomination Committee proposes Tommy Trollborg, Dimitrij Titov and Lars
Söderfjell as its members until the 2015 AGM. The period in office of the
Nomination Committee extends until such time as a new Nomination Committee is
appointed. The Nomination Committee is to appoint from its own numbers a
chairman who must not be the Chairman of the Board. Should a member of the
Nomination Committee step down from the Committee before the 2015 AGM, the
members of the Nomination Committee are entitled to jointly appoint another
representative of the major shareholders to replace the outgoing member.
The Nomination Committee is to draft proposals on the following issues for
resolution by the 2015 AGM:

* Nomination of Chairman of the Meeting
* Composition of the Board of Directors
* Nomination of Chairman of the Board
* Nomination of auditors
* Remuneration of Board members
* Remuneration of auditors
* Nomination Committee for 2015 AGM

The Board of Directors' motions for resolution concerning items 9b, 16-19 on
the agenda

Item 9 b - Appropriation of the Company's profits
The Board of Directors and the President propose that the net profit/loss for
the year, non-restricted funds and retained earnings be appropriated in
accordance with the motion in the Annual Report. It is proposed that no
dividend be paid.

Item 16 - The Board of Directors' motions for resolution concerning approval
of guidelines for remuneration of senior executives

A Remuneration Committee elected from among the Board's members is to be
assigned the task of preparing guidelines for salaries and other employment
conditions for the President and other senior executives, and presenting
proposals to the Board for decisions on such matters. The Board is to
determine the salary and other remuneration paid to the President. The
President is to determine the salary and other remuneration paid to other
senior executives in accordance with the Board's guidelines. The term "other
senior executives" refers to the three individuals who alongside the
President comprise Group management. Basic remuneration levels are to be
market based. Remuneration comprises a fixed basic salary, variable
remuneration calculated according to predetermined targets, other benefits,
pension and financial instruments in the form of warrants. The division
between fixed salary and variable remuneration is to be proportionate to the
executive's responsibilities and authorities. The variable remuneration for
the President and other senior executives may not exceed 40% of their total
salary. For the salary review in 2014 and onward, most of the review is to
focus on the variable component with the aim of increasing the percentage of
performance-based salary. Pensions are based on defined-contribution
solutions. The period of notice from the Company is not to exceed six months.
During the notice period of not more than six months, full salary and
employment benefits are to be paid. Decisions regarding share and
share-price-based incentive programs are made by the AGM.

Item 17 - The Board of Directors' motions for resolution concerning
authorization of the Board to decide on the issue of Class B shares
disapplying the preferential rights of shareholders

The Board of Directors proposes that the Board be authorized, on one or more
occasions until the next AGM, to make decisions on the issue of a total of
not more than 10,000,000 Class B shares, subject to the limits stipulated by
the Articles of Association and observing the use of the authorization
described in Item 18 of the agenda, in order to finance and facilitate the
accelerated expansion and development of the Company, its market and
products; that decisions to issue shares may be made by disapplying the
shareholders' preferential rights (the shares are primarily to be subscribed
for by institutional and financial investors); that the shares be paid for in
cash at an issue price per share that will be determined by the Board at a
later date based on the price determined on the basis of market terms and
conditions.

Item 18 - The Board of Directors' motion for resolution concerning
authorization of the Board to resolve on the issue of shares with
preferential rights for shareholders

The Board of Directors proposes that the Board be authorized, on one or more
occasions until the next AGM, subject to the limits stipulated by the
Articles of Association, ...

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