Notice to attend the 2025 Annual General Meeting of Fingerprint Cards AB (publ)

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 3:00 p.m. on Tuesday, June 24, 2025, at Citykonferensen Ingenjörshuset, Malmskillnadsgatan 46 in 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:

1. be registered in the register of shareholders maintained by Euroclear Sweden AB as of Friday, June 13, 2025, and
2. 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, June 17, 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, June 17, 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, June 13, 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, June 17, 2025, 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 Tuesday, June 17, 2025, either via www.fpc.com/investors/corporate-governance/general-meetings/agm-2025/, by telephone +46 (0) 771-24 64 00, by e-mail to proxy@computershare.se or by mail to: Computershare AB, "Fingerprint Cards AB AGM 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/agm-2025/. 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/investors/corporate-governance/general-meetings/agm-2025/.
   
   
2. 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/agm-2025/, and then e-mailing such form to the email address proxy@computershare.se, 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/investors/corporate-governance/general-meetings/agm-2025/, 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 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, June 17, 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 for shareholders wishing to participate via proxy will be available from the Company’s website, www.fpc.com/investors/corporate-governance/general-meetings/agm-2025/. 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)      The President’s presentation

8)      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

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 profit/loss according to the adopted Balance Sheet

                  c)   discharge from liability of the Board of Directors and the President

10)      Approval of the remuneration report

11)      Determination of the number of Board members and Auditors

12)      Determination of remuneration of Board members

13)      Determination of remuneration of the Auditors

14)      Election of Board members and Chairman of the Board

15)      Election of Auditors

16)      Resolution concerning the Nomination Committee

17)      Board of Directors’ proposal regarding authorization of the Board to decide on the repurchase and transfer of Class B treasury shares

18)      Board of Directors’ proposal regarding:

                  a)   an amendment of the articles of association,

                  b)   a reverse share split and

                  c)   transfer of Class B treasury shares

19)      Board of Directors ' proposal regarding authorization of the Board to decide on the issue of new shares with or without preferential rights for the shareholders

                  a)   authorization of 20 per cent

                  b)   authorization of 10 per cent

20)      Board of Directors’ proposal for resolution regarding:

                  a)    implementation of a long-term incentive program for employees ( "Employee Stock Option Program 2025/2028 ") and

                  b)   directed issue and approval of transfer of warrants

21)      The Shareholders’ proposal for resolution regarding:

                  a)    implementation of a long-term incentive program for members of the Board ( "Employee Stock Option Program 2025/2029 ") and

                  b)    directed issue and approval of transfer of warrants

22)      Board of Directors’ proposal regarding authorization of the Board to execute minor adjustments

23)      Closing of the Meeting

Proposals for resolution

Nomination Committee´s proposals concerning items 2, 11 – 16 on the agenda

The Nomination Committee comprises Christian Lagerling (Chairman of the Board of Directors), Sara Viktorsson (appointed by Johan Carlström), Niels Henrik Balle (shareholder) and Marie Almqvist (shareholder).

Item 2 – Election of Chairman of the Meeting

The Nomination Committee proposes that attorney-at-law Ebba Olsson Werkell 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 four (4) 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 the Board of Directors be paid fees totaling SEK 1,560,000, of which SEK 675,000 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 for work on committees shall be paid which is a change compared to the previous term.

In total, the proposal implies a significant cost saving for the Company.

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 and Adam Philpott and election of John Lord 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.

Alexander Kotsinas, Dimitrij Titov and Juan Vallejo have declined re-election as Board members.

Information on the members proposed for new election can be found in the Nomination Committee’s proposals and motivated opinion which is available on the Company’s website, www.fpc.com/investors/corporate-governance/general-meetings/agm-2025/. 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, and the Authorized Public Accountant Carl-Johan Kjellman, BDO Mälardalen AB, 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, Johan Pharmanson and Carl-Johan Kjellman is available at www.bdo.se.

Item 16 – Resolution concerning the Nomination Committee

These guidelines are proposed to be in force until the general meeting resolves otherwise.

The Company is to have a Nomination Committee comprising four (4) members. During the year, the Chairman of the Board is to convene a meeting of the three (3) largest shareholders of the Company in terms of voting power and ask them to each appoint one representative who, in addition to the Chairman of the Board, will constitute members of the Nomination Committee. Should one of the three largest shareholders choose to waive their right to appoint a representative of the Nomination Committee, the shareholder who is next in line in terms of size is to be given an opportunity to appoint a member of the Nomination Committee. The Nomination Committee may also decide, if this is regarded as appropriate, to appoint an additional representative of a group of major shareholders as a co-opted member of the Nomination Committee.

The Chairman of the Board is to convene the first meeting of the Nomination Committee. The member representing the largest shareholder in terms of voting power is to be appointed Chairman of the Nomination Committee, unless the members agree otherwise. The term of office of those appointed to the Nomination Committee extends until such time as a new Nomination Committee is appointed. The composition of the Nomination Committee is to be disclosed no later than six months before the AGM.

The Nomination Committee is to be constituted based on the largest shareholders in terms of voting power registered for the holder or known in some other manner as per the last banking day in September. If one or several of the shareholder/s who has/have appointed members of the Nomination Committee no longer belong to the three largest shareholders, their representative/s is/are to step down, whereupon the/those shareholder/s who has/have been added to three largest shareholders will be entitled to appoint a new representative. However, marginal changes that have occurred in the number of voting rights need not be taken into account, assuming that no special circumstances prevail.

If a member steps down from the Nomination Committee before its work has been completed, the Nomination Committee is to urge the shareholder who appointed such a member to appoint a new representative to the Nomination Committee without undue delay. Should this shareholder refrain from appointing a new representative, the right to appoint a new member of the Nomination Committee will accrue to the next largest shareholder in terms of voting power who is not represented on the Nomination Committee. Any changes to the composition of the Nomination Committee must be disclosed as soon as they occur.
        
The Nomination Committee is to draft proposals on the following issues for resolution by the AGM:

• proposal concerning Chairman of the Meeting
• proposal concerning Members of the Board
• proposal concerning Chairman of the Board
• proposal concerning auditor
• proposal concerning remuneration of Board members
• proposal concerning remuneration of the auditor
• possible proposal concerning amendment of guidelines for appointing the Nomination Committee
  
  

Board of Directors ' proposals concerning items 9b, 10, 17 – 20 and 22 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.

Item 10 – Approval of the remuneration report

The Board of Directors proposes that the Meeting resolves to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53a of the Swedish Companies Act.

Item 17 – Board of Directors’ proposal regarding authorization of the Board to decide on the repurchase and transfer of Class B treasury shares

The Board of Directors proposes that the Meeting authorizes the Board to repurchase, on one or several occasions up until the next AGM, as many Class B shares in the Company as may be purchased without the Company 's holding at any time exceeding ten (10) per cent of the total number of outstanding shares in the Company. The acquisitions shall take place on Nasdaq Stockholm and only at a price per share within the share price interval registered at that time, which means the difference between the highest buying price and the lowest selling price. Payment for the shares shall be made in cash.

It is also proposed that the Board of Directors be authorized to resolve, on one or several occasions up until the next AGM, to transfer the Company 's Class B shares, deviating from the shareholders ' preferential rights. Transfers of Class B shares can take place on Nasdaq Stockholm. Transfer may also be made in other ways, against cash payment or against payment through set-off or contribution in kind, or otherwise with conditions. Transfers may be made of no more Class B shares than the number of such shares held by the Company at the time of the Board 's decision regarding transfer. Transfers on Nasdaq Stockholm may only be carried out at a price per share within the share price interval registered at that time, which means the difference between the highest buying price and the lowest selling price. If transferred otherwise than on Nasdaq Stockholm, the share price shall be established so that it is not below market terms. However, a discount to the stock market price may apply, in line with market practice.

The purpose of the authorizations is to promote efficient capital usage in the Company and to create flexibility in the Company 's ability to seize attractive business opportunities by wholly or partly financing acquisitions of companies or business operations through the transfer of own shares.

Item 18 - Board of Directors’ proposal regarding a) an amendment of the articles of association and b) a reverse share split and c) transfer of Class B treasury shares

The proposals under items a), b) and c) shall be considered as one proposal and therefore be adopted by the Meeting as one resolution.

      a)   Amendment of the articles of association

In order to reflect the proposal on a reverse share split under item 18 b) 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:

      b)   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.

If a shareholder 's holding of class B shares on the record date does not correspond to a full number of new class B shares, i.e. is not evenly divisible by 2,000, this shareholder will receive from the Company, free of charge, so many class B shares that the shareholder’s holding, after addition of the shares provided by the Company, will be evenly divisible by 2,000, so-called rounding upwards.

      c)   Transfer of Class B treasury shares

In order to carry out the reverse share split proposed above, it is proposed that the Board, before the next AGM, shall be authorized to transfer, free of charge and deviating from the shareholders’ preferential rights, a maximum of 520,000 Class B treasury shares to the shareholders whose holding of class B shares on the record date does not correspond to a full number of new class B shares, i.e. is not evenly divisible by 2,000. The reason for the deviation from the shareholders’ preferential right is to be able to carry out the reverse share split. The Company has assessed that the number of treasury shares to be provided will in total correspond to value of no more than SEK 5,200. This is thus deemed as the most cost efficient manner to carry out the reverse share split and therefor being in the best interest of the Company and all shareholders.

Item 19 – Board of Directors ' proposal regarding authorization of the Board to decide on the issue of new shares with or without preferential rights for the shareholders

      a)   authorization of 20 per cent

The Board of Directors proposes that the Meeting authorizes the Board to resolve, on one or several occasions up until the next AGM, with or without deviation from the shareholders ' preferential rights, on new issues of Class B shares, warrants and/or convertibles entitling to subscription of Class B shares, corresponding to no more than twenty (20) per cent of the total number of outstanding shares in the Company on the date when the authorisation first is exercised. The authorization shall also include a right to resolve on a new issue of shares, warrants and/or convertibles against payment through set-off or contribution in kind or otherwise with conditions in accordance with the Swedish Companies Act.

Issue of share against payment in cash or through set-off with deviation from the shareholders ' preferential rights shall be carried out on market terms.

The purpose of the proposal and the option to deviate from the shareholders ' preferential rights is to provide flexibility in connection with possible raise(s) of capital or acquisitions of companies or business operations.

      b)   authorization of 10 per cent

In the event that the Meeting does not approve the proposal for authorization of twenty (20) per cent under item a) above, the Board of Directors proposes that the Meeting authorizes the Board to resolve, on one or several occasions up until the next AGM, with or without deviation from the shareholders ' preferential rights, on new issues of Class B shares, warrants and/or convertibles entitling to subscription of Class B shares, corresponding to no more than ten (10) per cent of the total number of outstanding shares in the Company on the date when the authorisation first is exercised. The authorization shall also include a right to resolve on a new issue of shares, warrants and/or convertibles against payment through set-off or contribution in kind or otherwise with conditions in accordance with the Swedish Companies Act.

Issue of share against payment in cash or through set-off with deviation from the shareholders ' preferential rights shall be carried out on market terms.

The purpose of the proposal and the option to deviate from the shareholders ' preferential rights is to provide flexibility in connection with possible raise(s) of capital or acquisitions of companies or business operations.

Item 20 - Board of Directors’ proposal for resolution regarding a) implementation of a long-term incentive program for employees ( "Employee Stock Option Program 2025/2028 "), and b) directed issue and approval of transfer of warrants

The Board of Directors proposes that the AGM resolves to implement an employee stock option program for employees within Fingerprint Cards ( "Employee Stock Option Program 2025/2028 ") and on a directed issue of warrants and approval of transfer of warrants to participants in Employee Stock Option Program 2025/2028 or otherwise to a third party for the purpose of delivering shares to participants in Employee Stock Option Program 2025/2028.

The purpose of the proposal is to strengthen the Company 's possibility to recruit and retain employees over time, increase commitment and performance, and encourage personal long-term ownership in the Company. The Board believes that it is in the interest of all shareholders that employees have a long-term interest in a good value development in the Company. The proposed program creates a long-term ownership commitment, which is expected to stimulate increased interest in the business and earnings development during the period as a whole.

In light of this, the Board believes that the implementation of the Employee Stock Option Program 2025/2028 will have a positive effect on the Company 's continued development that outweighs the costs associated with the program and thus be beneficial to both the shareholders and the Company. The Board intends to propose similar programs annually to the AGM, where the size of the program will be evaluated on an ongoing basis to ensure a long-term sustainable incentive program.

      a)   Adoption of the Employee Stock Option Program 2025/2028 for employees

The Board proposes that the AGM resolves on the implementation of the Employee Stock Option Program 2025/2028 in accordance with the following terms and conditions:

1. The Employee Stock Option Program 2025/2028 may comprise a maximum of 531,138,152 employee stock options, or, if the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, a maximum of 265,569 employee stock options. The employee stock options shall be allotted to the participants free of charge.
   
   
2. Each employee stock option shall entitle the participant to subscribe for one (1) new Class B share in Fingerprint Cards at a price corresponding to 150 per cent of the volume-weighted average price according to Nasdaq Stockholm 's official price list for Fingerprint Cards ' Class B share during the first ten (10) trading days immediately following the AGM on 24 June 2025, or, if the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, 150 percent of the volume-weighted average price according to Nasdaq Stockholm 's official price list for Fingerprint Cards ' Class B shares during the first ten (10) trading days immediately following the record date for the reverse share split. Employee stock options entitle the holder to subscribe for shares between 1 September 2028 and 1 November 2028.
   
   
3. Customary recalculation of the subscription price as well as of the number of shares that each employee stock option corresponds to may take place if the share capital or the number of shares in the Company changes through, for example, bonus issues, reverse share splits, certain new issues and other similar corporate actions, and if certain other measures are taken.
   
   
4. The program is proposed to cover up to all employees of Fingerprint Cards, including the CEO and other senior executives. The participants are divided into three categories based on their respective roles in the Company; (i) the Chief Executive Officer consisting of one (1) person ( "Category 1 "), (ii) the Group Executive Committee consisting of a maximum of three (3) persons ( "Category 2 "), and (iii) other employees within the Group consisting of a maximum of thirty-five (35) persons ( "Category 3 ").
   
   
5. Participants in Category 1 shall be allotted a maximum of 185,898,353 employee stock options. Participants in Category 2 shall be allotted a maximum of 106,227,630 employee stock options per person, and a total of 239,012,168 employee stock options. Participants in Category 3 shall be able to be allotted a maximum of 53,113,815 employee stock options per person, and a total of 185,898,353 employee stock options. In the event that the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, the maximum number of employee stock options that may be allotted to each person and category shall be adjusted pro rata. The employee stock options shall be allotted to the participants free of charge and no later than 1 September 2025.
   
   
6. A prerequisite for employee stock options to entitle to subscription of shares is that the participant is employed for the entire period running from 1 September 2025 up to and including 1 September 2028, with certain exceptions for customary "Good Leaver " situations.
   
   
7. The employee stock options shall not constitute securities and shall not be transferable or pledged.
   
   
8. Participation in the Employee Stock Option Program 2025/2028 is subject to the condition that such participation can legally take place, and that such participation can, in the Company 's opinion, take place with reasonable administrative costs and financial efforts.
   
   
9. The employee stock options shall be regulated in special agreements with the participants. The Board shall be responsible for the design and administration of the Employee Stock Option Program 2025/2028 within the framework of the above stated main terms and guidelines. The Board is entitled, within the framework of the agreement with each participant, to make reasonable changes and adjustments to the terms and conditions of the employee stock options that are deemed suitable or appropriate as a result of local labour law or tax law rules. This may mean, among other things, that continued vesting of employee stock options may take place in certain cases when this would not otherwise have been the case. The Board is also entitled to allow continued vesting of employee stock options upon termination of employment if the participant is deemed to be a so-called "Good Leaver ". The Board has the right to bring forward vesting and the time of exercise of the Employee Stock Options in certain cases, such as in the event of a public takeover bid, liquidation, merger or similar measures. The Board is also entitled to limit the scope of or prematurely terminate the Employee Stock Option Program 2025/2028, in whole or in part, in exceptional cases. For example, the Board may decide that no allotment of employee stock options shall be made to a participant, even if the conditions under item 5 above are met, in the event of fraud, other criminal activity or where a participant has acted with gross negligence.
   
   
10. Certain deviations in or adjustments to the terms and conditions of the Employee Stock Option Program 2025/2028 may be made due to local rules and applicable market practices or market conditions, including cash settlement instead of delivery of shares to the participants under certain conditions.
    
    

      b)   Proposal for resolution on issue of warrants of series 2025/2028

In order to be able to implement the Employee Stock Option Program 2025/2028 in a cost-effective and flexible manner, the Board proposes that the AGM resolves, with deviation from the shareholders ' preferential rights, on a directed issue of warrants and approval of transfer of warrants on the following terms and conditions:

1. Issue of not more than 531,138,152, or, if the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, not more than 265,569 warrants of series 2025/2028, entailing an increase in the share capital at full exercise of not more than SEK 5,670,822.56.
   
   
2. The right to subscribe for the warrants shall, with deviation from the shareholders ' preferential rights, belong to the Company, with the right and obligation to transfer the warrants to the participants in the Employee Stock Option Program 2025/2028 or otherwise to a third party for the purpose of delivering shares to participants in the Employee Stock Option Program 2025/2028, as set out below. The reason for the deviation from the shareholders ' preferential rights is to ensure delivery of shares to the participants in the Employee Stock Option Program 2025/2028.
   
   
3. Subscription of the warrants shall take place no later than 31 December 2025. The Board has the right to extend the subscription period.
   
   
4. Oversubscription cannot take place.
   
   
5. The warrants shall be issued free of charge.
   
   
6. Each warrant shall entitle the holder to subscribe for one (1) new Class B share in the Company at a subscription price corresponding to the share 's quota value. The warrants entitle the holder to subscribe for Class B shares in the Company from 1 September 2028 up to and including 1 November 2028.
   
   
7. The newly issued shares shall entitle to dividend for the first time on the record date that occurs immediately after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.
   
   
8. The warrants shall otherwise be subject to the terms and conditions set out in the complete terms and conditions of the warrants. As stated in the complete terms and conditions of the warrants, the subscription price as well as the number of shares that each warrant entitles to subscription for may in certain cases be recalculated in connection with a bonus issue, reverse share split or split, new issue, issue of warrants or convertibles, and in certain other cases. Furthermore, the time for the exercise of the warrants may be brought forward and/or postponed in certain cases.
   
   
9. It is proposed that the Board, or a person appointed by the Board, be authorised to make such minor adjustments as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and, where applicable, Euroclear Sweden AB.
   
   

The Board further proposes that the AGM resolves to approve that the Company, on one or more occasions, may transfer warrants free of charge to the participants in the Employee Stock Option Program 2025/2028, or otherwise to a third party in order to deliver shares to the participants in accordance with the terms and conditions of the Employee Stock Option Program 2025/2028.

Costs for the Employee Stock Option Program 2025/2028

The costs of the employee stock options, which are expensed in the income statement, are calculated in accordance with the accounting standard IFRS 2 and distributed linearly over the vesting period. The employee stock options have no market value as they cannot be transferred. However, the Board has calculated a theoretical value of the employee stock options using the Black & Scholes valuation model. The calculation has been based on the following assumptions: (i) a market price for the company 's Class B share of SEK 0.016, (ii) an exercise price of SEK 0.024, (iii) a dividend yield of 0 percent, (iv) an estimate of the company 's B-share 's future volatility of 113 percent, (v) a risk-free interest rate of 1.75 percent, and (vi) a time to maturity of 3.3 years. Based on these assumptions, the value of an employee stock option is estimated at SEK 0.01. Upon full vesting of the employee stock options, this may entail costs for the Employee Stock Option Program 2025/2028 of approximately SEK 5.4 million excluding social security contributions. The costs for social security contributions are estimated at approximately SEK 4.3 million, assuming an annual increase in the share price of approximately 50 percent during the vesting period and an average social security contribution percentage of approximately 31.42 percent. Based on the same assumptions as above, the net effect on Fingerprints cash flow would be positive.

It should be noted that the calculations are based on preliminary assumptions and are only intended to provide an illustration of the outcome.

Dilution and effects on key ratios

Upon full exercise of all allotted employee stock options, the Employee Stock Option Program 2025/2028 will comprise a maximum of 531,138,152 new Class B shares in Fingerprint Cards, or, if the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, a maximum of 265,569 new Class B shares, which corresponds to a dilution of approximately 3.5 percent of all outstanding shares and votes in Fingerprint Cards at the time of issuance of the notice to the Board. The AGM, however, subject to the recalculation of the number of shares that each employee stock option entitles to subscription for that may take place as a result of certain issues, etc.

Fingerprint Card 's personnel costs for the financial year 2024 amounted to SEK 189.4 million. The estimated annual costs for the Employee Stock Option Program 2025/2028 of approximately SEK 3.3 million correspond to approximately 1.7 percent of the personnel costs for the financial year 2024. The costs of the program are expected to have a marginal effect on earnings per share.

Preparation of the proposal

The proposal has been prepared by the Remuneration Committee in consultation with the Board and external advisors. The Board has decided to propose the Employee Stock Option Program 2025/2028 to the AGM.

Other share-based incentive programs

The Company currently has no outstanding share-based incentive programs. For more information visit www.fpc.com.

Conditions

In order to implement the Employee Stock Option Program 2025/2028 in a cost-effective manner, the Board 's proposal for the Employee Stock Option Program 2025/2028 is conditional on the AGM also resolves on the delivery and hedging methods proposed under item 20 b) on the agenda.

Item 22 – Board of Directors’ proposal regarding authorization of the Board to execute minor adjustments

The Board of Directors proposes that the Meeting authorizes the Board, or such person appointed by the Board, to make minor adjustments to the resolutions passed at the AGM should they be required in conjunction with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

Shareholders’ proposal concerning item 21 on the agenda

Item 21 - The Shareholders’ proposal for resolution on a) implementation of a long-term incentive program for members of the Board ( "Employee Stock Option Program 2025/2029 "), and b) directed issue and approval of transfer of warrants

Niels Henrik Balle and Marie Almqvist (the "Shareholders ") together representing two (2) percent of the shares and two (2) percent of the votes for Fingerprint Cards, proposes that the AGM resolves to implement an Employee Stock Option Program for the Board of Fingerprint Cards ( "Employee Stock Option Program 2025/2029 ") and on a directed issue of warrants and approval of transfer of warrants to participants in the Employee Stock Option Program 2025/2029 or otherwise to a third party for the purpose of delivering shares to participants in the Employee Stock Option Program 2025/2029.

The purpose of the proposal is to strengthen the connection between the Company 's performance and the interest of the Board by encouraging personal long-term ownership in the Company. The Shareholders believes that it is in the interest of all shareholders that the members of the Board have a long-term interest in a good value development in the Company. The proposed program creates a long-term ownership commitment, which is expected to stimulate increased interest in the business and earnings development during the period as a whole.

In light of this, the Shareholders believes that the implementation of the Employee Stock Option Program 2025/2029 will have a positive effect on the Company 's continued development that outweighs the costs associated with the program and thus be beneficial to both the shareholders and the Company. The Shareholders’ intention is to propose similar programs annually to the AGM, where the size of the program will be evaluated on an ongoing basis to ensure a long-term sustainable incentive program.

      a)   Adoption of the Employee Stock Option Program 2025/2029 to the members of the Board

The Shareholders propose that the AGM resolves on the implementation of the Employee Stock Option Program 2025/2029 in accordance with the following terms and conditions:

1. The Employee Stock Option Program 2025/2029 may comprise a maximum of 227,630,636 employee stock options or, if the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, a maximum of 113,815 employee stock options. The employee stock options shall be allotted to the participants free of charge.
   
   
2. Each employee stock option shall entitle the participant to subscribe for one (1) new Class B share in Fingerprint Cards at a price corresponding to 175 percent of the volume-weighted average price according to Nasdaq Stockholm 's official price list for Fingerprint Cards ' Class B share during the first ten (10) trading days immediately following the AGM on June 24, 2025, or, if the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, 175 percent of the volume-weighted average price according to Nasdaq Stockholm 's official price list for Fingerprint Cards ' Class B share during the first ten (10) trading days immediately following the record date for the reverse share split. Employee stock options entitle the holder to subscribe for shares between 1 September 2029 and 1 November 2029.
   
   
3. Customary recalculation of the subscription price as well as of the number of shares that each employee stock option corresponds to may take place if the share capital or the number of shares in the Company changes through, for example, a bonus issue, reverse share split, redemption, certain new issues and other similar corporate actions, and if certain other measures are taken.
   
   
4. The program is proposed to include three (3) of the members of the Board of Fingerprint Cards, including the Chairman.
   
   
5. The Chairman of the Board Christian Lagerling shall be allotted 113,815,318 Employee Stock Options. Board members John Lord and Carl-Johan Grandinson shall be allotted 56,907,659 employee stock options per person. In the event that the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, the maximum number of shares that may be allotted to each person shall be adjusted pro rata. The employee stock options shall be allotted to the participants free of charge and no later than 1 September 2025.
   
   
6. A prerequisite for employee stock options to entitle to subscription of shares is that the participant continues to hold assignments on the Company 's Board throughout the period running from 1 September 2025 up to and including 1 September 2029, with certain exceptions for customary "Good Leaver " situations.
   
   
7. The employee stock options shall not constitute securities and shall not be transferable or pledged.
   
   
8. Participation in the Employee Stock Option Program 2025/2029 is subject to such participation being lawful and that such participation in the Company 's opinion can take place with reasonable administrative costs and financial efforts.
   
   
9. The employee stock options shall be regulated in special agreements with the participants. The Nomination Committee shall be responsible for the design and administration of the Employee Stock Option Program 2025/2029 within the framework of the above-stated main terms and guidelines. The Nomination Committee is entitled, within the framework of the agreement with each participant, to make reasonable changes and adjustments to the terms and conditions of the employee stock options that are deemed suitable or appropriate as a result of local labour or tax law rules. This may mean, among other things, that continued vesting of employee stock options may take place in certain cases when this would not otherwise have been the case. The Nomination Committee also has the right to allow continued vesting of employee stock options in certain cases where the Board assignment is terminated if the participant is deemed to be a so-called "Good Leaver ". The Nomination Committee has the right to bring forward vesting and the time of exercise of the employee stock options in certain cases, such as in the event of a public takeover bid, liquidation, merger or similar measures. The Nomination Committee is also entitled, in extraordinary cases, to limit the scope of or prematurely terminate the Employee Stock Option Program 2025/2029, in whole or in part. For example, the Nomination Committee may decide that no allotment of employee stock options shall be made to a participant, despite the conditions under item 5 above being met, in the event of fraud, other criminal activity or when a participant has acted with gross negligence.
   
   
10. Certain deviations in or adjustments to the terms and conditions of the Employee Stock Option Program 2025/2029 may be made due to local rules and prevailing market practices or market conditions, including cash settlement instead of delivery of shares to the participants under certain conditions.
    
    

      b)   Proposal for resolution on issue of warrants of series 2025/2029

In order to be able to implement the Employee Stock Option Program 2025/2029 in a cost-effective and flexible manner, the Shareholders proposes that the AGM resolves, with deviation from the shareholders ' preferential rights, on a directed issue of warrants and approval of transfer of warrants on the following terms and conditions:

      1.   Issue of not more than 227,630,636 warrants of series 2025/2029, or, if the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, not more than 113,815, entailing an increase in the share capital at full exercise of not more than SEK 2,430,352.52.

      2.   The right to subscribe for the warrants shall, with deviation from the shareholders ' preferential rights, belong to the Company, with the right and obligation to transfer the warrants to the participants in the Employee Stock Option Program 2025/2029 or otherwise to a third party for the purpose of delivering shares to participants in the Employee Stock Option Program 2025/2029, as set out below. The reason for the deviation from the shareholders ' preferential rights is to ensure delivery of shares to the participants in the Employee Stock Option Program 2025/2029.

      3.   Subscription of the warrants shall take place no later than 31 December 2025.

      4.   Oversubscription cannot take place.

      5.   The warrants shall be issued free of charge.

      6.   Each warrant shall entitle the holder to subscribe for one (1) new Class B share in the Company at a subscription price corresponding to the share 's quota value. The warrants entitle the holder to subscribe for Class B shares in the Company from and including 1 September 2029 up to and including 1 November 2029.

      7.   The newly issued shares shall entitle to dividend for the first time on the record date that occurs immediately after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

      8.   The warrants shall otherwise be subject to the terms and conditions set out in the complete terms and conditions of the warrants. As stated in the complete terms and conditions of the warrants, the subscription price as well as the number of shares that each warrant entitles to subscription for may in certain cases be recalculated in connection with a bonus issue, reverse share split or split, new issue, issue of warrants or convertibles, and in certain other cases. Furthermore, the time for the exercise of the warrants may be brought forward and/or postponed in certain cases.

      9.   The Shareholders proposes that the AGM resolves to authorize the CEO to make such minor adjustments as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and, where applicable, Euroclear Sweden AB.

The Shareholders further propose that the AGM resolves to approve that the Company, on one or more occasions, may transfer warrants free of charge to the participants in the Employee Stock Option Program 2025/2029, or otherwise to a third party to deliver shares to the participants in accordance with the terms and conditions of the Employee Stock Option Program 2025/2029.

Costs for the Employee Stock Option Program 2025/2029

The costs for the Employee Stock Options, which are expensed in the income statement, are calculated in accordance with the accounting standard IFRS 2 and distributed linearly over the vesting period. The employee stock options have no market value as they cannot be transferred. However, the Shareholders have calculated a theoretical value of the employee stock options using the Black & Scholes valuation model. The calculation has been based on the following assumptions: (i) a market price for the Company 's Class B share of SEK 0.016, (ii) an exercise price of SEK 0.028, (iii) a dividend yield of 0 percent, (iv) an estimate of the Company 's B-share 's future volatility of 101 percent, (v) a risk-free interest rate of 1.8 percent, and (vi) a time to maturity of 4.3 years. Based on these assumptions, the value of an employee stock option is estimated to be SEK 0.01. If the employee stock options are fully vested, this may result in costs for the Employee Stock Option Program 2025/2029 of approximately SEK 2.3 million excluding social security contributions. The costs for social security contributions are estimated at approximately SEK 1.6 million, assuming an annual increase in the share price of approximately 35 percent during the vesting period and an average percentage for social security contributions of approximately 31.42 percent. Based on the same assumptions as above, the net effect on Fingerprints’ cash flow would be positive.

It should be noted that the calculations are based on preliminary assumptions and are only intended to provide an illustration of the costs.

Dilution and effects on key ratios

Upon full exercise of all allotted employee stock options, the Employee Stock Option Program 2025/2029 will comprise a maximum of 227,630,636 new Class B shares in Fingerprint Cards, or, if the shareholders resolve on a reverse share split in accordance with the Board’s proposal under item 18, a maximum of 113,815 new Class B shares, which corresponds to a dilution of approximately 1.5 percent of all outstanding shares and votes in Fingerprint Cards at the time of the issue of the notice of the AGM, however, subject to the recalculation of the number of shares that each employee stock option entitles to subscription for that may take place as a result of certain issues, etc.

Fingerprint Card 's personnel costs for the financial year 2024 amounted to SEK 189.4 million. The estimated annual costs for the Employee Stock Option Program 2025/2029 of approximately SEK 1 million correspond to approximately 0.5 percent of the personnel costs for the financial year 2024. The costs of the program are expected to have a marginal effect on earnings per share.

Preparation of the proposal

The proposal has been prepared by the Shareholders in consultation with external advisors. The Shareholders have decided to propose the Employee Stock Option Program 2025/2029 to the AGM.

Other share-based incentive programs

The Company currently has no outstanding share-based incentive programs. For more information visit www.fpc.com.

Conditions

In order to implement the Employee Stock Option Program 2025/2029 in a cost-effective manner, the Shareholders’ proposal for the Employee Stock Option Program 2025/2029 is conditional on the AGM also deciding on the delivery and hedging methods proposed under item 21 b) on the agenda

E. Majority requirements

Valid resolutions under items 17, 18 and 19 above require the support of not less than two-thirds of both the votes cast and the number of shares represented at the AGM. Valid resolutions under items 20 b) and 21 b) above require the support of not less than nine-tenths of both the votes cast and the number of shares represented at the AGM.

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/agm-2025/, 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, May 2025

Fingerprint Cards AB (publ)

Board of Directors

Attachment

• 250521- Notice AGM 2025

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