Notice of Extraordinary General Meeting in Precise Biometrics AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
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Precise Biometrics AB, Reg. No. 556545-6596, with its registered office in Lund, Sweden, gives notice of the Extraordinary General Meeting to be held on 30 April 2026 at 09.30 a.m. CEST at Ideon Gateway, Scheelevägen 27, in Lund, Sweden.
Right to participate in the Extraordinary General Meeting and notice of participation
A shareholder who wishes to participate in the Extraordinary General Meeting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 22 April 2026, and (ii) no later than 24 April 2026, give notice of participation by post to Precise Biometrics AB, Attn: EGM 2026, Scheelevägen 27, SE-223 63 Lund, Sweden or via e-mail to bolagsstamma@precisebiometrics.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.precisebiometrics.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Extraordinary General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 29 April 2026.
Nominee-registered shares
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 22 April 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 in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 24 April 2026 are taken into account when preparing the share register.
Proposed agenda
- Opening of the Extraordinary General Meeting
- Election of Chairman of the Extraordinary General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the Extraordinary General Meeting has been duly convened
- Resolution regarding merger with Fingerprint Cards
- Approval of the merger plan
- Amendment of the articles of association
- Issue of merger consideration
- Closing of the Extraordinary General Meeting
The Board of Directors’ proposals
Resolution regarding merger with Fingerprint Cards (item 7)
In order to perform the proposed merger between Precise Biometrics AB (publ) (“Precise Biometrics”) and Fingerprint Cards AB (publ) (“Fingerprint Cards”), the Board of Directors proposes that the Extraordinary General Meeting resolves to approve the merger plan, to amend the articles of association and to issue of the shares that form the merger consideration in accordance with items 7 (a) – 7 (c) below.
The resolutions under items 7 (a) – 7 (c) below are conditional upon each other as well as the Swedish Companies Registration Office’s final registration of the merger. The board of directors, or the person appointed by the board of directors, is authorised to make such minor adjustments to the resolutions as may be necessary in connection with registration with the Swedish Companies Registration Office and with Euroclear Sweden AB.
For further information about the merger, please refer to Precise Biometrics’ press release on 23 March 2026.
Approval of the merger plan (item 7 a)
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the merger plan, dated 23 March 2026, which has been jointly adopted by the Boards of Directors of Precise Biometrics and Fingerprint Cards.
The merger plan has been registered with the Swedish Companies Registration Office on 26 March 2026, and the registration was announced on 30 March 2026. According to the merger plan, the merger shall be undertaken by way of absorption, with Precise Biometrics as the transferee company and Fingerprint Cards as the transferor company. Furthermore, according to the merger plan, the exchange ratio for the merger consideration has been determined in such a way that one share in Fingerprint Cards, irrespective of share class, shall be exchanged for nine (9) new ordinary shares in Precise Biometrics.
Final registration of the merger with the Swedish Companies Registration Office is conditional upon the conditions in the merger plan, inter alia that the Extraordinary General Meetings of both Precise Biometrics and Fingerprint Cards approve the merger plan and that the merger has received all necessary regulatory, governmental or similar clearances, approvals and decisions. The merger is expected to be registered with the Swedish Companies Registration Office in the beginning of the third quarter 2026 and will result in the dissolution of Fingerprint Cards, whereby all of Fingerprint Cards’ assets and liabilities will be transferred to Precise Biometrics. Settlement of the merger consideration will take place following the Swedish Companies Registration Office’s registration of the merger.
Resolution regarding amendment of the articles of association (item 7 b)
The Board of Directors proposes that the Extraordinary General Meeting, in order to adapt the articles of association for the performance of the proposed merger with Fingerprint Cards and to achieve appropriate limits for the share capital and number of shares following the proposed merger, resolves to amend sections 4 and 5 of the company’s articles of association, whereby the limits for the company’s share capital are changed to not less than SEK 23,000,000 and not more than SEK 92,000,000 and the limits for the number of shares are changed to not less than 78,000,000 and not more than 312,000,000.
Issue of merger consideration (item 7 c)
The Board of Directors proposes that the Extraordinary General Meeting resolves to issue not more than 68,272,083 new ordinary shares in Precise Biometrics as merger consideration. Such issue of shares will increase the share capital of Precise Biometrics by not more than SEK 20,481,624.9 to not more than SEK 44,020,923 in total.
Entitled to receive the newly issued ordinary shares, with the exchange ratio set out above, are shareholders registered in the share register of Fingerprint Cards on the date when the Swedish Companies Registration Office finally registers the merger.
The shares issued as merger consideration shall carry right to dividends for the first time on the record date that occurs following registration of the merger by the Swedish Companies Registration Office. The shareholders will be entitled to receive dividends in Precise Biometrics in accordance with the provisions of the articles of association of Precise Biometrics.
Majority requirements
In order for resolutions in accordance with items 7 (a) – 7 (c) above to be valid, the resolutions must be supported by shareholders representing at least two thirds of the votes cast and the shares represented at the meeting.
Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the Extraordinary General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Precise Biometrics AB, Attn: EGM 2026, Scheelevägen 27, SE-223 63 Lund, Sweden or via e-mail to bolagsstamma@precisebiometrics.com.
Number of shares and votes
There are 78,464,327 shares outstanding in Precise Biometrics, corresponding to 77,487,827 votes, of which 1,085,000 are class C shares which entitle to 0.1 votes per share and 77,379,327 are ordinary shares which entitle to 1 vote per share. As of the date of this notice, the company holds all 1,085,000 class C shares.
Documentation
The merger plan including appendices and the complete proposal for item 7 (c) are available at the company’s office at Scheelevägen 27, SE-223 63 Lund, Sweden, and on the company’s website www.precisebiometrics.com. A merger document – including, among other things, the merger plan, a description of the background and reasons to the merger as well as a description of the merged company – will be made public and available at the company’s above address, as well as on www.precisebiometrics.com, no later than three weeks before the Extraordinary General Meeting. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.
Processing of personal data
For information on how your personal data is processed, please refer to the integrity policy that is available on Euroclear’s website: http://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding our processing of your personal data, you can contact us by emailing info@precisebiometrics.com.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Lund in April 2026
Precise Biometrics AB
The Board of Directors