As previously announced on July 8, 2025, the upcoming reverse share split could not be carried out due to unforeseen technical issues beyond Fingerprint Cards AB's (publ) ("FPC" or the "Company") control and the Company withdrew the resolution for the record date planned to be held on July 11, 2025.
The issues were related to an inaccurate provided estimate of shares required to round up each shareholder's holdings. The actual number of shares needed proved to be significantly higher, which if the reverse share split had been conducted, would have resulted in considerable cost to the Company in providing the rounding shares.
To mitigate this and facilitate a reverse share split, the Board of Directors have decided to propose the Extraordinary General Meeting a revised intended technique for the reverse share split and instead use a so-called "rounding down-method", meaning that for those shareholders who on the record date for the aggregation do not hold a number of Class B shares corresponding to a whole number of new ordinary shares (after the aggregation has been completed), excess Class B shares will be transferred to the Company's ownership on the record date for the aggregation. Excess Class B shares will then be sold by the Company or a securities institution appointed by the Company, whereby eligible shareholders will receive their share of the sale proceeds. Under the revised reverse split process, shareholders who do not hold an exact multiple of 2,000 shares will receive cash compensation for any excess shares. This ensures no economic loss to Class B shareholders.1
The reverse share split would mean that the Company's Class A and Class B shares will be subject to a reverse split at a ratio of 1:2,000, resulting in one (1) share for every two thousand (2,000) existing shares of the same class, with all class-specific rights and characteristics remaining unchanged. 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.
The reverse share split is proposed by the Board of FPC considering the Company's operational and financial progress in recent years, which enables continued growth initiatives, and to achieve an appropriate number of shares for the Company.
The Company intends to carry out the reverse share split during the third quarter of 2025. Notice of the Extraordinary General Meeting will be published in a separate press release.
For further information, please contact:
Adam Philpott, CEO
Investor Relations: +46(0)10-172 00 10, investrel@fingerprints.com
Press: +46(0)10-172 00 20, press@fingerprints.com
| About FPC Fingerprint Cards AB (FPC) is a global biometrics leader, offering intelligent edge to cloud biometrics. We envision a secure, seamless world where you are the key to everything. Our solutions - trusted by enterprises, fintechs, and OEMs - power hundreds of millions of products, enabling billions of secure, convenient authentications daily across devices, cards, and digital platforms. From consumer electronics to cybersecurity and enterprise, our cloud-based identity management platforms support multiple biometric modalities, including fingerprints, iris, facial, and more. With improved security and user experience, we are driving the world to passwordless. Discover more at our website and follow us on LinkedIn and X for the latest updates. FPC is listed on Nasdaq Stockholm (FING B). |
1 Note: Shareholders holding fewer than two thousand (2,000) shares at the record date for the reverse share split will have their holdings rounded down to zero (0) and hence no longer remain shareholders in FPC.
