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2016-10-31

Fingerprint Cards AB: Notification of Extraordinary General Meeting of Fingerprint Cards AB (publ)

Press release

October 31, 2016

Notification of Extraordinary 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
Extraordinary General Meeting (EGM) to be held at 5:30 p.m. on Wednesday,
November 30, 2016 at Näringslivets Hus, Storgatan 19 in Stockholm.

A. Right to participate in the Meeting

Shareholders wishing to attend the EGM must be entered in the share register
maintained by Euroclear Sweden AB by Thursday November 24, 2016, and
preferably notify the Company of their intention to attend the Meeting
preferably before 4:00 p.m. on November 24, 2016 via the Company's website
www.fingerprints.com/stamma, 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 should be sent by letter to the Company at the
above-stated address in due time prior to the EGM. Power-of-attorney
documents may not be older than five years.

To be entitled to participate in the proceedings of the EGM, owners with
shares that are 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 by November 24,
2016, 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 EGM will be sent by regular mail starting on
November 25, 2016. It will be necessary to display the participation pass
when entering the EGM 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 verify the minutes
6) Determination whether the Meeting has been duly convened
7) Board of Directors' motion concerning approval of guiding principles for
remuneration of senior executives
8) Board of Directors' motion concerning resolution on an issue of warrants
and resolution on approval of the transfer of warrants, etc.
9) Board of Directors' motion for resolution concerning reduction of share
capital through cancellation of repurchased shares, and bonus issue
10) Board of Directors' motion concerning authorization of the Board to
execute minor adjustments to resolutions passed at the EGM in conjunction
with registration with the Swedish Companies Registration Office and
Euroclear Sweden AB.
11) Closing of the meeting

Proposals for resolution, etc.

Item 2 - Election of Chairman for the Meeting

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

The Board of Directors' motions for resolution concerning items 7-10 on the
agenda

Item 7 - Board of Directors' motion concerning approval of guiding principles
for remuneration of senior executives
The Remuneration Committee, which is appointed from among Board members, is to
prepare guidelines in respect of pay and other employment terms for the
President and senior executives and present the Board with proposals in
respect of these issues. The Board is to determine the salary and other
remuneration payable to the President. The President is to determine the
salary and other remuneration payable to other senior executives in
accordance with the Board's guiding principles. The term "other senior
executives" refers to the individuals who, in addition to the President,
constitute Group Management. The basic remuneration levels are to be
market-aligned. 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 distribution
between fixed salary and variable remuneration is to be proportionate to the
executive's responsibilities and authorities. The variable remuneration
payable to the President and other senior executives may not exceed 200 % of
their fixed annual salary, discounting sign-on bonus. Pensions are to be
based on defined-contribution pension schemes. When served by the Company,
the period of notice is not to exceed six months. During the period of notice
of no longer than six months, full salary and employment benefits are
payable. If employment is terminated by the Company, severance pay is payable
in an amount corresponding to no more than 12 monthly salaries. Resolutions
regarding share and share-price-based incentive programs are to be made by
the AGM. The Board of Directors is to be entitled to disapply the guiding
principles if, in an individual case, there are special reasons for doing so.

Item 8 - The Board of Directors motion for resolution concerning an issue of
warrants and approval of the transfer of warrants, etc.
Shareholders jointly representing approximately 28 percent of the number of
votes and approximately 16 percent of the share capital in the Company have
declared their support for the Board's motion under this Item. The motion
essentially involves the following.

A. The Board proposes that the Company issue a maximum of 1,000,000 warrants.
The right to subscribe for warrants shall, by disapplying the shareholder's
preferential rights, accrue to Fingerprint Security System Databärare AB,
Corp. Reg. No. 556239-5938 ("the Subsidiary"), a wholly owned subsidiary of
the Company. Subscription of the new warrants shall occur no later than
December 18, 2016 on a separate subscription list. The Board of Directors
shall be entitled to prolong the subscription period. The warrants will be
issued without charge. The subsidiary shall transfer the warrants according
to the terms stated in Item B below.

Each warrant provides entitlement to subscription of one new Class B share in
the Company. Subscription of shares in accordance with the terms and
conditions for the warrants may occur in the period commencing on November
15, 2019 and ending on December 15, 2019. The subscription price shall total
an amount corresponding to 150 percent of the quoted volume-weighted average
purchase price for Class B shares in the Company on the Nasdaq Stockholm
during the period commencing on December 12, 2016 and ending on December 16,
2016. The increase in the Company's share capital on full exercise of the
warrants will amount to not more than SEK 40,000, corresponding to dilution
of approximately 0.31 percent of the total number of shares in the Company
(0.32 after cancellation of shares according to item 9 A on the agenda) and
approximately 0.26 percent of the total number of voting rights in the
Company (0.27 after cancellation of shares according to item 9 A on the
agenda), taking into account the shares that may be issued as a result of
full exercise of already issued warrants and the warrants that may be issued
according to this motion.

The reason for disapplying the shareholders' preferential rights is that the
employees, by investing themselves, will be able to participate in and work
for a positive value trend for the Company's share during the entire period
comprised by the proposed program and also to enable the Company to keep and
recruit competent and committed employees.

B. The Board proposes that the EGM approve the Subsidiary's transfer of
warrants on the following terms and conditions.

The right to acquire warrants from the Subsidiary will accrue to the following
categories:

----------------------------------------------------------------------------------------------------
| Category Max number of warrants per person Max number of warrants for the category |
| A (CEO) 750,000 750,000 |
| B (other Management) 250,000 250,000 |
----------------------------------------------------------------------------------------------------

The right to acquire warrants from the Subsidiary shall accrue to the
Company's CEO and certain current and future persons in the Management and
will only accrue to those employees who have not resigned or been notified of
dismissal from the Company at the end of the registration period. The
subsidiary shall have the right to repurchase the warrants for the estimated
market value if the holder of the warrants terminate their employment, or
wish to transfer the warrants to a third party.

It is proposed that the participants' acquisition of warrants is subsidised by
the Company through the participants receiving a cash bonus of an amount
after tax, calculated by applying a tax rate of 50 percent, equivalent to a
total 50 percent of the price of the warrants acquired by the respective
participants. One third of the bonus will be paid to the respective
participant upon acquisition of the warrants, one third will be paid one year
following acquisition of the warrants and one third will be paid two years
following acquisition of the warrants. The bonus payments require that the
respective participant is still an employee of the Fingerprint Group and
still holds the acquired warrants or, where applicable, the shares subscribed
through exercising the warrants, at the time of each payment. The Board of
Directors are authorised to prepare complete terms and conditions for these
bonus payments.

For any future acquisitions, the terms and conditions are to be identical or
correspond to what is stated in this motion. This means, inter alia, that
acquisitions must be effected at the current market value.

Prerequisites for allotment are firstly that the acquisition of warrants is
legally possible and, secondly, that in the view of the Board of Directors,
this can occur with reasonable administrative and financial input.
Notification to acquire warrants shall occur during the period beginning on
December 16, 2016 and ending on December 18, 2016, however, the Board of
Directors of the Company shall be entitled to extend the application period
for acquisition of the warrants. Eligible participants are entitled to apply
for acquisition of warrants in trading lots corresponding ...

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