Precise Biometrics resolves on issuance of substitute warrants in connection with the merger with Fingerprint Cards

Background
On 23 March 2026, Precise Biometrics and Fingerprint Cards announced that the board of directors of each company had adopted a joint merger plan, pursuant to which Precise Biometrics shall absorb Fingerprint Cards through a statutory merger in accordance with the Swedish Companies Act. The merger plan was approved by the general meeting of each company on 30 April 2026. The Merger is expected to be completed in the beginning of the third quarter of 2026.

In connection with Fingerprint Cards’ rights issue of units in 2025, warrants of series 2025:1 (TO8) were issued, which are traded on Nasdaq Stockholm. In accordance with the terms and conditions of the Warrants, and pursuant to Chapter 23, Section 5 of the Swedish Companies Act, Warrant Holders shall, in the event of a merger, receive at least corresponding rights in the absorbing company, unless the Warrant Holder and the absorbing company agree that the warrants shall be redeemed for cash consideration.

The offer to Warrant Holders
In view of the above, and as a necessary step in the completion of the Merger, the Warrant Holders are offered to either:

• receive one (1) Substitute Warrant in Precise Biometrics for each Warrant in Fingerprint Cards, or
• transfer their warrants to Precise Biometrics in exchange for cash consideration of SEK 0.001008 per warrant, representing a premium of approximately 12 percent compared to the closing price of SEK 0.0009 per warrant on Nasdaq Stockholm on 20 March 2026, the last trading day before the announcement of the Merger.

The Warrant Holders will receive application forms where they can choose between receiving Substitute Warrants or transferring their warrants in exchange for cash consideration. Warrant Holders who do not actively choose Substitute Warrants or cash consideration, or where it is not clear which alternative has been chosen, will be deemed to have chosen to receive Substitute Warrants. No brokerage fees will be charged.

Acceptance is submitted through the application form for Warrant Holders whose warrants are directly registered with Euroclear Sweden AB. Warrant Holders whose warrants are nominee-registered with a bank or other nominee shall submit their acceptance through the nominee in accordance with the nominee’s instructions.

Summary of the terms and conditions of the Substitute Warrants
The terms and conditions of the Substitute Warrants have been determined so that the Warrant Holders who choose to receive Substitute Warrants have corresponding rights in the Combined Company following completion of the Merger, taking into account the terms of the Merger, including the premium represented by the merger consideration.

The number of Substitute Warrants pursuant to the board’s resolution amounts to a maximum of 1,917,864,768, corresponding to the number of outstanding warrants of series 2025:1 (TO8). Two hundred and twenty-two (222) Substitute Warrants entitle the holder to subscribe for one (1) new ordinary share in Precise Biometrics at a subscription price equal to 70 percent of the volume weighted average share price of Precise Biometrics’ share on Nasdaq Stockholm during the ten trading days preceding, but not including, 11 September 2026, however never exceeding SEK 3.33 per share.

Subscription for shares by exercise of Substitute Warrants may be made during the period from and including 11 September 2026 up to and including 2 October 2026.

The right to receive Substitute Warrants is granted to the Warrant Holders who, as of 15 July 2026, or such other date on which the Merger is finally registered with the Swedish Companies Registration Office, are holders of warrants of series 2025:1 (TO8) in Fingerprint Cards. The Substitute Warrants are issued free of charge. The Substitute Warrants are intended to be admitted to trading on Nasdaq Stockholm after the Merger has been finally registered with the Swedish Companies Registration Office.

The complete terms and conditions of the Substitute Warrants are available on Precise Biometrics’ website, www.precisebiometrics.com. Additional information about the Merger is also available on Precise Biometrics’ website.

Board resolution on issuance of Substitute Warrants
In order to enable delivery of Substitute Warrants, the board of directors of Precise Biometrics has, with the support of the authorization from the annual general meeting on 21 May 2026, resolved on a directed issue of a maximum of 1,917,864,768 Substitute Warrants. The number of Substitute Warrants ultimately issued depends on the acceptances received from the Warrant Holders. Provided that all Warrant Holders elect to receive Substitute Warrants and upon full exercise of the Substitute Warrants, the share capital of Precise Biometrics will increase by a maximum of SEK 2,591,709 and the number of shares will increase by 8,639,030.

Important information
For the purposes of this disclaimer, “this press release” means this document, its contents or any part of them, any oral presentation, any question-and-answer session and any written or oral materials discussed or distributed therein.

This press release may not be made public, published or distributed, either directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, the United Kingdom, the United States, or any other jurisdiction where such action, in whole or in part, would be subject to legal restrictions or would require additional information documents, registration, or other measures beyond those required by Swedish law. The information in this press release may not be forwarded or reproduced in a manner that is inconsistent with such restrictions or would entail such requirements. Any violation of these instructions may constitute a breach of applicable securities laws.

This press release does not constitute a prospectus or an offer document. Nor does this press release constitute an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities, or an inducement to enter into investment activity, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Warrant Holders should read the board resolution on issuance of warrants and the accompanying warrant terms and conditions for more complete information about the Merger and the Substitute Warrants.

This press release contains forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of Precise Biometrics, Fingerprint Cards or the Combined Company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Undue reliance should not be placed on forward-looking statements. The forward-looking statements speak only as at the date of this press release and Precise Biometrics does not undertake any obligation to update the forward-looking statements except to the extent required by applicable law. Additionally, there can be no certainty that the Merger will be completed in the manner and timeframe described in this press release, or at all.