The Annual General Meeting of Yubico AB ("Yubico") held on May 5, 2026 resolved to establish a long-term incentive program with hedging measure for payout of shares in the form of class C shares ("LTI 2026"). The Annual General Meeting authorized the Board of Directors to resolve on issue of class C shares and to repurchase own class C shares, which shall be held by Yubico during the vesting periods of LTI 2026 and thereafter be possible to convert into ordinary shares after each vesting date under LTI 2026, and thereafter transferred to the eligible participants in LTI 2026. The Board of Directors has now, based on the authorizations granted by the Annual General Meeting, resolved to issue and subsequently repurchase a total of 1,430,000 class C shares.
As part of the establishment of LTI 2026, 1,430,000 class C shares are issued to and subscribed for by a bank at a subscription price corresponding to the quota value per class C share (SEK 2.50). The share capital will thus be increased by SEK 3,575,000. All issued class C shares will thereafter, in accordance with the Board of Directors' resolution, be repurchased by Yubico from the bank at the same price. The repurchased class C shares shall be held by Yubico during the vesting periods of LTI 2026 and thereafter be possible to convert into ordinary shares after each vesting date under LTI 2026, and thereafter transferred to the eligible participants in LTI 2026.
The reasons for the deviation from the shareholders' preferential rights in the issue and the purpose of the repurchase is that the issuance and repurchase are carried out as part of the establishment of LTI 2026. The class C shares do not entitle to dividends and carry one-tenth (1/10) of a vote each, in accordance with Yubico's articles of association.