Yubico AB, reg. no. 559278-6668
§ 1 Company name
The company operates under the business name (Sw. företagsnamn) Yubico AB. The company is public (publ).
§ 2 Registered office
The board of directors shall have its registered office in Stockholm.
§ 3 Operations
The company’s operations shall be to conduct cyber security and to provide security products and services linked to authentication and other business activities associated therewith.
§ 4 Share capital
The share capital shall amount to not less than SEK 150,000,000 and not more than SEK 600,000,000.
§ 5 Number of shares
The number of shares shall be not less than 50,000,000 and not more than 200,000,000 shares.
Two types of shares may be issued: ordinary shares and class C shares. Ordinary shares may be issued up to a total of no more than 100 percent of all shares in the company and class C shares up to a total of no more than 5.0 percent of all shares in the company.
Ordinary shares have one vote and class C shares have one tenth (1/10) of a vote.
No dividends are payable for class C shares. In the event of the dissolution of the company, class C shares shall give an entitlement to the same share of the company’s assets as the company’s ordinary shares, but no higher than that which corresponds to the quota value of the shares.
If the company decides to issue new ordinary shares and class C shares through a cash issue or set-off issue, owners of ordinary shares and owners of class C shares shall have preferential rights to subscribe for new shares of the same share class in relation to the number of shares previously owned (primary preferential rights). Shares that have not been subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary subscription). If offered shares are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be distributed among subscribers in proportion to the number of shares they previously own and, to the extent that this is not possible, by drawing of lots.
If the company decides to issue only ordinary shares or class C shares through a cash issue or set-off issue, all shareholders, regardless of whether their shares are ordinary shares or class C shares, shall have the right to subscribe for new shares in proportion to the number of shares they previously own.
What has been said above shall not entail any restriction on the option of deciding on a cash issue or set-off issue with deviation from the shareholders’ preferential rights.
What is prescribed above regarding shareholders’ preferential rights shall apply correspondingly to such issues of warrants or convertibles that do not take place against payment with non-cash assets.
In the event of an increase in the share capital through a bonus issue, new shares shall be issued for each share class in relation to the number of shares of the same type that already exist. In this case, old shares of a certain class of shares shall carry the right to shares of the same class of shares. What has now been said shall not entail any restriction on the possibility of issuing shares of a new type through a bonus issue, after the necessary amendment of the articles of association.
The board has the right to decide on a reduction of the share capital through the redemption of all class C shares. When deciding on redemption, holders of class C shares shall be obliged to have all their class C shares redeemed for an amount corresponding to the quota value. Payment of the redemption amount shall be made as soon as possible. When deciding on redemption of class C shares an amount corresponding to the redemption amount shall be allocated to the company’s reserve fund.
Class C shares held by the company itself, may at the request of the board, be converted into ordinary shares. The conversion shall without delay be reported for registration to the Swedish Companies Registration Office and is effective when the registration is completed, and the conversion has been recorded in the central securities depository register.
§6 Board of directors
The board of directors shall consist of no less than three and no more than ten directors, with no deputy directors. The directors are elected annually at the annual general meeting for the period until the end of the next annual general meeting.
§ 7 Auditors
The company shall have one (1) or two (2) auditors with no more than (2) deputy auditors, or one (1) registered audit company.
§ 8 Notice of a general meeting
Notice of a general meeting shall be published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) as well as on the company’s website. An announcement that notice has been issued shall be published in Svenska Dagbladet.
§ 9 Notification of attendance and right to participate in a general meeting
To be able to participate in a general meeting, shareholders shall notify the company of this no later than the date specified in the notice of the general meeting. This day shall not be a Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not fall earlier than the fifth weekday before the general meeting.
A shareholder may be accompanied by one or two assistants when attending a general meeting, but only if the shareholder’s notification pursuant to the previous paragraph includes information to that effect.
§ 10 Collection of powers of attorney and postal voting
The board of directors may collect powers of attorney in accordance with the procedures set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
The board of directors may resolve, ahead of a general meeting, that shareholders shall be entitled to exercise their voting rights in advance by post prior to the general meeting.
§ 11 Annual general meeting
The annual general meeting shall be held annually within six months after the end of the financial year, and the following matters shall be addressed:
- Election of chairman of the meeting;
- Preparation and approval of the voting list;
- Election of one or two persons to, in addition to the chairman, approve the minutes of the meeting;
- Determination as to whether the meeting has been duly convened;
- Approval of the agenda;
- Presentation of the annual report and the auditor’s report and, as applicable, the consolidated annual report and the consolidated auditor’s report;
Resolutions regarding:
a) approval of the income statement and balance sheet and, as applicable, the consolidated income statement and consolidated balance sheet;
b) distribution of the company’s profit or loss in accordance with the adopted balance sheet;
c) discharge from liability of the members of the board of directors and the chief executive officer;
Determination of number of board members and auditors and, if applicable, deputy auditor;
- Determination of remuneration to the members of the board of directors and the auditor;
- Election of members of the board of directors;
- Election of auditor, and, if applicable, deputy auditor;
- Any other matter to be addressed by the meeting in accordance with the Swedish Companies Act or the articles of association.
§ 12 Financial year
The company’s financial year shall be the calendar year.
§ 13 Record day provision
The shares of the company shall be registered in a record day register pursuant to the Central Securities Depositaries and Financial Instrument Accounts Act (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument). The shareholder or nominee who on the record date is registered in the share register and in a central securities depository register pursuant to Chapter 4 of the mentioned Act or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 first paragraph items six to eight of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Swedish Companies Act.
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These articles of association have been adopted by the annual general meeting on
13 May 2025
