Yubico AB's Annual General Meeting was held today on Tuesday May 5, 2026. The main resolutions adopted were the following.
Adoption of balance sheets and income statements
The meeting resolved to adopt the balance sheet and the consolidated balance sheet as per December 31, 2025, as well as the income statement and the consolidated income statement for the financial year 2025.
Disposition of the company's earnings
The meeting resolved, in accordance with the board of directors' proposal, that no dividends will be paid for the financial year 2025 and that the balance of SEK 1,249,266,121 should be carried forward.
Discharge from liability
The meeting resolved to discharge the board of directors and the CEO from liability for the management of the company's business during the financial year 2025.
Remuneration report
The meeting resolved, in accordance with the board of directors' proposal, to approve the report regarding remuneration to the CEO and the board of directors for the financial year 2025.
Board of directors and auditors
The meeting resolved that the board of directors shall consist of six directors. Patrik Tigerschiöld, Jaya Baloo, Stina Ehrensvärd, Gösta Johannesson, Paul Madera and Eola Änggård Runsten were re-elected as directors. The meeting re-elected Patrik Tigerschiöld as chairman of the board of directors. For further information about the board of directors, please visit the company's website https://investors.yubico.com/en/.
The registered audit firm Öhrlings PricewaterhouseCoopers AB was elected as the company's auditor for the period until the end of the next Annual General Meeting. Patrik Adolfson will continue as auditor in charge. The meeting resolved that remuneration to the auditor will be paid in accordance with approved invoices.
The meeting resolved that remuneration of SEK 1,075,000 (unchanged) shall be paid to the chairman of the board of directors and SEK 575,000 (unchanged) shall be paid to each other director. Further, for work in the audit committee, an annual remuneration of SEK 250,000 (unchanged) shall be paid to the chairman of the audit committee and SEK 125,000 (unchanged) to member of the audit committee. In addition, for work in the remuneration committee, an annual remuneration of SEK 125,000 (unchanged) shall be paid to the chairman of the remuneration committee, and SEK 63,000 (unchanged) to member of the remuneration committee. No remuneration shall be paid to board member who is employed by the company.
The resolutions were adopted in accordance with the nomination committee's proposals.
Guidelines for remuneration to senior executives
In accordance with the board of directors' proposal, the meeting resolved to adopt new guidelines for remuneration to senior executives. The guidelines shall apply until further notice, however no longer than until the 2030 Annual General Meeting.
Resolution on a performance stock unit program
The meeting resolved, in accordance with the board of directors' proposal, to implement a long-term incentive program for 2026 ("LTI 2026"). LTI 2026 is based on performance stock units ("PSUs") and includes up to approximately 610 senior executives, key personnel and other employees within the company group.
The maximum number of PSUs that may be awarded is 1,300,000. Each vested PSU shall entitle the holder to receive one share in the company. PSUs are vested yearly during a three-year period. Vesting of PSUs is subject to fulfillment of a performance condition and continued employment within the company group. The performance condition include fulfillment of one financial performance condition relating to the annualized total shareholder return on the company's share ("TSR") meeting or exceeding certain levels during certain vesting periods or as an average during the full term of LTI 2026. The maximum number of shares in Yubico which may be allocated under LTI 2026 is limited to 1,300,000, which represents approximately 1.5 percent of all shares and votes in Yubico.
To secure the delivery of shares pursuant to LTI 2026, the meeting resolved to authorize the board of directors to resolve to issue class C shares to an external party consulted by the board in advance, and to repurchase the class C shares from the external party. The class C shares will thereafter be held as such during the vesting periods for LTI 2026 and, once required for delivery purposes under LTI 2026, be converted into ordinary shares and transferred to eligible participants in LTI 2026.
Authorization to resolve on repurchase and transfer of own shares
The meeting authorized the board of directors to resolve on repurchase and transfer of own shares. The number of shares that may be repurchased shall be limited such that Yubico's holding of its own shares, excluding holding of any own class C shares, does not at any time exceed five (5) percent of all shares in Yubico. Repurchase of shares shall take place on Nasdaq Stockholm and shall not be conducted at a price that exceeds the higher of the prices of the most recent independent trade and the highest current independent bid on Nasdaq Stockholm. Repurchase may not be conducted at a price below the lowest possible market price. Transfers of shares may be conducted on Nasdaq Stockholm or elsewhere, including a right to resolve on deviations from the shareholders' preferential rights. Transfer of shares on Nasdaq Stockholm shall be made at a price within the price range applicable at any given time. Transfer of shares outside Nasdaq Stockholm shall be made at a price in cash, or in value of property received, that corresponds to the market value of the shares, as determined by the board of directors, at the time of the transfer of the transferred shares in Yubico.
Issue authorization
The meeting authorized the board of directors to resolve to issue new shares in the company on one or several occasions for the period until the next Annual General Meeting, to the extent that such new issue can be made without amending the articles of association. An issue may be made with or without deviation from the shareholders' preferential rights. Based on the authorization, the board of directors may resolve to issue a number of new shares corresponding to a maximum of ten (10) percent of the total number of outstanding shares in the company at the time of the Annual General Meeting.
For more information contact:
Patrik Tigerschiöld, Chairman of the Board
Alexandra Barganowski, Investor Relations
+46 (0) 720 83 27 50
alexandra.barganowski@yubico.com
